{"id":43667,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-edison-mission-energy-eme-del-caribe.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-edison-mission-energy-eme-del-caribe","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-edison-mission-energy-eme-del-caribe.html","title":{"rendered":"Stock Purchase Agreement &#8211; Edison Mission Energy, EME del Caribe, Mirant Corp., MIrant EcoElectrica Investments I Ltd., Mirant EcoElectrica Finance Ltd. and Eco Electrica LP"},"content":{"rendered":"<pre>                            Stock Purchase Agreement\n\n\n\n                                  by and among\n\n\n\n                             Edison Mission Energy,\n\n\n\n                                 EME del Caribe,\n\n\n\n                               Mirant Corporation\n\n\n\n                     Mirant EcoElectrica Investments I, Ltd.\n\n                                       and\n\n                        Mirant EcoElectrica Finance, Ltd.\n\n\n\n                               EcoElectrica, L.P.\n                              Penuelas, Puerto Rico\n\n                            Dated as of July 25, 2001\n\n\n\n\n\n----- DENOTES  CONFIDENTIAL  INFORMATION THAT HAS BEEN OMITTED FROM THIS EXHIBIT\nAND FILED SEPARATELY,  ACCOMPANIED BY A CONFIDENTIAL TREATMENT REQUEST, WITH THE\nSECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT TO RULE 24b-2 OF THE  SECURITIES\nEXCHANGE ACT OF 1934.\n\n\n\n\n\n\n\n\n\n\nSchedules\n\nSchedule 1                 The Facility\nSchedule 2                 Disclosure Schedule\nSchedule 2.3               Ownership of Capital Stock and Partnership Interests\nSchedule 2.5               Assets and Permits\nSchedule 2.6               Financial Statements\nSchedule 2.7               Third Party Consents\nSchedule 2.8               Governmental and Third Party Consents\nSchedule 2.9               Litigation\nSchedule 2.10              Contracts\nSchedule 2.13              Environmental Matters\nSchedule 2.16              Distributions\nSchedule 3.4               Governmental Consents\nSchedule 4.3               Guaranteed Indebtedness\nSchedule 5.7               Partnership Effect Determination Scale\nSchedule 8.1               Persons with Knowledge\n\n\n\n\n\n\n\n\n\n                            STOCK PURCHASE AGREEMENT\n\n         THIS STOCK PURCHASE AGREEMENT (this \"Agreement\") is made as of July 25,\n2001  by  and  among  Edison  Mission  Energy,  a  California  corporation  (the\n\"Stockholder\"); EME del Caribe, an entity organized under the laws of the Cayman\nIslands (\"del Caribe\");  Mirant Corporation,  a Delaware corporation (\"Mirant\");\nMirant  EcoElectrica  Investments  I, Ltd.,  a British  Virgin  Islands  limited\nliability company (\"Buyer 1\") and wholly-owned,  indirect  subsidiary of Mirant;\nand  Mirant  EcoElectrica  Finance,  Ltd.,  a  British  Virgin  Islands  limited\nliability  company  (\"Buyer 2,\" and,  together  with Buyer 1, the  \"Buyers\") and\nwholly-owned,  indirect  subsidiary  of Mirant.  Capitalized  terms used in this\nAgreement  not otherwise  defined have the meanings  ascribed to them in Section\n8.1 hereof.\n\n          A.   del Caribe  owns an  indirect  equity  interest  in a power plant\n               located in Puerto  Rico,  as set forth on  Schedule 1  ----------\n               hereto (the \"Facility\").\n\n          B.   EME del Caribe  Holding  GmbH, a  wholly-owned  subsidiary of the\n               Stockholder,  owns all of the  issued and  outstanding  shares of\n               capital stock of del Caribe.\n\n          C.   EME del Caribe Holding GmbH desires to sell to Buyer 1, and Buyer\n               1 desires to purchase from the Stockholder, all of the del Caribe\n               Shares on the terms and conditions set forth in this Agreement.\n\n          D.   The  Stockholder  desires to sell to Buyer 2, and Buyer 2 desires\n               to purchase from the  Stockholder,  the Project Note on the terms\n               and conditions set forth in this Agreement.\n\n         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the\nmutual  representations,  warranties and  agreements  set forth herein,  and for\nother good and valuable consideration,  the receipt and sufficiency of which are\nhereby acknowledged, the parties hereto agree as follows:\n\n                                    ARTICLE 1\n                                SALE AND PURCHASE\n\n         1.1 Agreement to Sell and Purchase. On and subject to the terms of this\nAgreement,  at the Closing  (a) the  Stockholder  shall cause its  wholly-owned,\nindirect subsidiary,  EME del Caribe Holding GmbH, to sell and transfer to Buyer\n1, and Buyer 1 shall and Mirant  shall cause  Buyer 1 to  purchase  from EME del\nCaribe  Holding GmbH, the del Caribe Shares and (b) the  Stockholder  shall sell\nand  assign to Buyer 2, and  Buyer 2 shall and  Mirant  shall  cause  Buyer 2 to\npurchase  and  assume  from the  Stockholder,  that  certain  KESI  Subordinated\nPromissory  Note,  dated  December  15,  1997  (the  \"Project  Note\"),   by  the\nPartnership in favor of the Stockholder, as an assignee thereof.\n\n         1.2      Purchase Price and Note Price.\n \n                  (a)  The  purchase  price  for  the  del  Caribe  Shares  (the\n\"Purchase  Price\") is an aggregate of Three Hundred Twenty Million U.S.  dollars\n($320,000,000),  plus  (i)  ----------,  less  (ii)  the  sum  of  (A)  all  the\noutstanding indebtedness, together with all accrued and unpaid interest thereon,\nunder the Project Note, as at May 31, 2001, and (B) the aggregate  amount of the\nDistributions.\n\n                  (b) The purchase price for the Project Note (the \"Note Price\")\nis an  amount  equal  to all the  outstanding  indebtedness,  together  with all\naccrued and unpaid interest  thereon,  under the Project Note, as at the Closing\nDate.\n\n         1.3 Closing. Subject to Section 1.4, the Closing will take place at the\noffices of Gibson,  Dunn &amp; Crutcher LLP, 200 Park Avenue,  New York, New York on\nsuch date that is three (3)  business  days  after the  conditions  set forth in\nSections  6.1,  6.2(a) and 6.3(a) have either been  satisfied or, in the case of\nconditions not satisfied, waived in writing by the party entitled to the benefit\nof such conditions (the \"Closing Date\").\n\n         1.4  Payment  and  Delivery.  At the  Closing,  provided  that  all the\nconditions  set forth in Article 6 have either been satisfied or, in the case of\nconditions not satisfied, waived in writing by the party entitled to the benefit\nof such conditions:\n\n                  (a) the  Stockholder  shall (i) cause EME del  Caribe  Holding\nGmbH to transfer  and deliver to Buyer 1 or its  designees  stock  certificates,\nduly  endorsed  in  blank  (or  accompanied  by  duly  executed  stock  powers),\nrepresenting  the del Caribe  Shares;  and (ii) assign and deliver to Buyer 2 or\nits designees the Project Note;\n\n                  (b) Buyer 1 shall,  and Mirant shall cause Buyer 1 to, pay, in\nimmediately  available  funds  and in  accordance  with the  Stockholder's  duly\nauthorized  wire  transfer  or other  payment  instructions,  to EME del  Caribe\nHolding GmbH the Purchase Price; and\n\n                  (c) Buyer 2 shall,  and Mirant shall cause Buyer 2 to, pay, in\nimmediately  available  funds  and in  accordance  with the  Stockholder's  duly\nauthorized wire transfer or other payment  instructions,  to the Stockholder the\nNote Price.\n\n                                    ARTICLE 2\n        REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER AND DEL CARIBE\n\n         Each  representation  and  warranty  contained  in  this  Article  2 is\nqualified by the disclosures made in the Disclosure Schedules attached hereto as\npart of Schedule 2. This Article 2 and the  Disclosure  Schedules  shall be read\ntogether  as an  integrated  provision.  Except as set  forth on the  Disclosure\nSchedules,  the Stockholder and del Caribe hereby make the  representations  and\nwarranties to Mirant and Buyers as set forth below.\n\n         2.1  Organization  and Good Standing.  The Stockholder is a corporation\nduly  organized,  validly  existing and in good  standing  under the laws of the\nState of California.  del Caribe is an entity duly organized,  validly  existing\nand in good standing under the laws of the Cayman  Islands,  with full corporate\npower and authority to carry on its business as such business is now  conducted,\nand to own, lease or operate its assets and properties.  To the knowledge of the\nStockholder,  the Partnership is duly formed,  validly  existing and are in good\nstanding  under the laws of Bermuda.  del Caribe and,  to the  knowledge  of the\nStockholder,  the  Partnership  are duly  qualified  to do business  and in good\nstanding in every jurisdiction in which the character of the properties owned or\nleased by them or the  nature of the  businesses  conducted  by them  makes such\nqualification necessary,  except where failure to be so qualified would not have\na Material Adverse Effect. Complete and accurate copies of the charter documents\nand bylaws of each of del Caribe and the organizational or partnership documents\nof the Partnership,  with all amendments  thereto to the date hereof,  have been\nfurnished to Buyers or its representatives.\n\n         2.2      Subsidiaries and Other Equity Interests.\n \n                  (a)  The   Stockholder  and  del  Caribe.   The   Stockholder,\nindirectly  through EME del Caribe Holding GmbH, owns all of the outstanding del\nCaribe  Shares.  del Caribe owns one hundred (100) Class B ordinary  shares (the\n\"Eco Holdings Shares\") of EcoElectrica Holdings, Ltd., an entity organized under\nthe laws of the Cayman Islands (\"Eco Holdings\").\n\n                  (b)  Eco  Holdings. Eco Holdings  owns all of the  outstanding\ncapital  stock (the \"Eco  Limited  Shares\")  of  EcoElectrica  Ltd.,  an  entity\norganized under the laws of the Cayman Islands, and a ninety-nine  percent (99%)\nlimited  partnership interest in the Partnership.   EcoElectrica Ltd. owns a one\npercent (1%) general partnership interest in the Partnership.\n\n         2.3      Ownership of Capital Stock and Partnership Interests.\n\n                  (a) The  authorized  capital  stock of del Caribe  consists of\nfifty thousand  (50,000)  ordinary  shares,  nominal value US$1.00 per share, of\nwhich one  hundred  (100)  shares are issued and  outstanding  (the \"del  Caribe\nShares\").\n\n                  (b) EME del Caribe  Holding GmbH owns,  and has good and valid\ntitle to, and sole record and  beneficial  ownership of, all of the  outstanding\ndel Caribe  Shares.  The del Caribe  Shares are validly  issued,  fully paid and\nnonassessable  and are free and clear of any claims,  liens,  pledges,  options,\nsecurity  interests,  trusts  encumbrances  or other  rights or interests of any\nperson or entity.\n\n                  (c) del  Caribe has good and valid  title to, and sole  record\nand beneficial  ownership of, the Eco Holdings  Shares.  The Eco Holdings Shares\nare owned  free and  clear of any  claims,  liens,  pledges,  options,  security\ninterests,  trusts,  encumbrances  or other rights or interests of any person or\nentity.\n\n                  (d) Eco  Holdings has good and valid title to, and sole record\nand  beneficial  ownership  of, the Eco Limited  Shares and,  through its wholly\nowned subsidiary, the Partnership Interests. Except as set forth on Schedule 2.3\nto the  Disclosure  Schedules,  the  Eco  Limited  Shares  and  the  Partnership\nInterests  are owned  free and clear of any  claims,  liens,  pledges,  options,\nsecurity  interests,  trusts  encumbrances  or other  rights or interests of any\nperson or entity.\n\n                  (e)  Except as set  forth on  Schedule  2.7 to the  Disclosure\nSchedules,  neither the Stockholder nor del Caribe has granted, issued or agreed\nto grant or issue any other equity  interests  in del Caribe or the  Partnership\nand there are no outstanding options, warrants,  subscription rights, securities\nthat are convertible into or exchangeable  for, or any other  commitments of any\ncharacter  relating to, any equity  interests of del Caribe or, to the knowledge\nof the Stockholder, the Partnership. Except for the Eco Holdings Shares (and the\nequity interests owned directly or indirectly by Eco Holdings),  del Caribe does\nnot directly or indirectly  own,  either of record or  beneficially,  any equity\ninterest in any other entity.\n\n         2.4 Authorization of Agreement. The Stockholder and del Caribe have all\nrequisite  corporate  power and  authority to enter into this  Agreement  and to\nperform their  obligations  hereunder.  This Agreement and the other Transaction\nDocuments  have (except for  Transaction  Documents to be executed and delivered\nsolely by Buyer) been duly and  validly  approved  by the  respective  boards of\ndirectors of the Stockholder and del Caribe and no other proceedings on the part\nof the  Stockholder or del Caribe are necessary to approve this Agreement and to\nauthorize the performance by the Stockholder and del Caribe of their obligations\nhereunder and thereunder.  This Agreement and the other Transaction Documents to\nbe delivered by the Stockholder and del Caribe: (a) have been (or upon execution\nwill have been) duly executed and delivered by the  Stockholder  and del Caribe,\nand (b) constitute (or upon execution will constitute)  legal, valid and binding\nobligations  of  the  Stockholder  and  del  Caribe,   enforceable  against  the\nStockholder and del Caribe in accordance with their respective terms,  except as\nsuch enforceability may be limited by the Bankruptcy Exception.\n\n         2.5 Assets and Permits.  del Caribe is a holding  company that conducts\nno  material  business  except for the  ownership  of the  capital  stock of Eco\nHoldings.  On the Closing  Date,  other than as set forth on Schedule 2.5 to the\nDisclosure  Schedules,  (a) del Caribe will  neither be a party to, nor have any\nmaterial  obligations under, any material  contract,  other than this Agreement;\n(b) none of the  property  of del Caribe will be subject to, or be bound by, any\nmaterial contract,  other than this Agreement;  and (c) del Caribe will not have\nany material liabilities or obligations (whether accrued,  absolute,  contingent\nor  otherwise)  or any  material  assets  other  than the  capital  stock of Eco\nHoldings. Except as set forth on Schedule 2.7 to the Disclosure Schedules, there\nare no outstanding  agreements,  options or commitments of any nature obligating\nthe  Stockholder  or del Caribe to  transfer  any of the assets of del Caribe or\nrights or  interests  therein  to any  party.  del  Caribe  and the  Partnership\ncurrently  own,  lease or  otherwise  have the right to use all of the  property\nnecessary for the conduct of their respective businesses as currently conducted,\nexcept where the absence of such right would not have a Material Adverse Effect.\ndel Caribe and the  Partnership  have all Licenses  necessary for the conduct of\ntheir respective businesses as currently conducted,  except where the failure to\nobtain the same would not have a Material Adverse Effect.\n\n         2.6      Financial Statements.\n\n                  (a)  Attached  as  Schedule  2.6 hereto  are (i) an  unaudited\nbalance sheet of del Caribe as of December 31, 2000; (ii) audited balance sheets\nof the  Partnership  as of  December  31,  1999 and 2000,  and  related  audited\nconsolidated statements of income and cash flows for the years then ended; (iii)\nactual and pro forma unaudited  balance sheets of del Caribe as of May 31, 2001;\nand (iv) an unaudited  consolidated  balance sheet of the  Partnership as of May\n31, 2001, and related unaudited statements of income and cash flows for the five\nmonth period then ended (such statements  specified in clauses (i) through (iv),\ntogether  with  the  related  notes   thereto,   collectively,   the  \"Financial\nStatements\").  The Financial  Statements  have been prepared in accordance  with\ngenerally  accepted  accounting  principles  consistently  applied,  and  fairly\npresent in all material  respects the financial  condition of del Caribe and the\nPartnership,  respectively,  as of the dates  thereof  and the  results of their\noperations for the periods covered thereby except,  in the case of the Financial\nStatements of del Caribe and the Financial  Statements of the Partnership at and\nfor the five months  ended May 31, 2001,  for the absence of notes,  certain pro\nforma  adjustments  and  other  matters  noted  therein  and  subject  to normal\nrecurring year-end  adjustments.  Neither del Caribe nor the Partnership has any\nliability or obligation  (whether  accrued,  absolute,  contingent or otherwise)\nwhich,  individually or in the aggregate,  would have a Material Adverse Effect,\nother than (w)  liabilities  reflected  (but only to the extent so reflected) or\nreserved  against in the Financial  Statements,  (x)  liabilities or obligations\nthat have arisen since May 31, 2001 in the ordinary course of business,  none of\nwhich,  individually or in the aggregate,  would have a Material Adverse Effect,\n(y) liabilities or obligations  disclosed herein or in any schedule  hereto,  or\n(z)  liabilities  or obligations  incurred in accordance  with the terms of this\nAgreement or any Contract.\n\n                  (b)  Since  May 31,  2001,  there  has  not  been  any  event,\ncircumstance,  condition,  development  or occurrence  causing,  resulting in or\nhaving a Material Adverse Effect.\n\n         2.7 No Conflict or  Violation.  Except as set forth on Schedule  2.7 to\nthe  Disclosure  Schedules,  the  execution,  delivery  and  performance  by the\nStockholder and del Caribe of this Agreement and the other Transaction Documents\nto be delivered by the  Stockholder  and del Caribe and the  performance  by the\nStockholder and del Caribe of their obligations  hereunder and thereunder do not\nand will  not:  (a)  violate  or  conflict  with any  provision  of the  charter\ndocuments  or  bylaws  of the  Stockholder  or  del  Caribe  or the  partnership\nagreement of the  Partnership;  (b) violate any provision or  requirement of any\nfederal, state or local law, statute, judgment, order, writ, injunction, decree,\naward,  rule,  or  regulation  of  any  Governmental  Entity  applicable  to the\nStockholder,   del  Caribe  or,  to  the  knowledge  of  the  Stockholder,   the\nPartnership,  except  for  violations  that  would not have a  Material  Adverse\nEffect;  (c) violate in any material  respect,  result in a material  breach of,\nconstitute  (with due  notice or lapse of time or both) a  material  default  or\ncause any material obligation, penalty, premium or right of termination to arise\nor accrue under,  any Contract;  (d) result in the creation or imposition of any\nmaterial  lien,  charge or encumbrance  of any kind  whatsoever  upon any of the\nproperties  or assets of the  Stockholder,  del Caribe or, to  knowledge  of the\nStockholder, the Partnership,  except where the creation of any such liens would\nnot  have a  Material  Adverse  Effect;  or  (e)  result  in  the  cancellation,\nmodification,  revocation or suspension of any License, except where the loss of\nsuch Licenses would not have a Material Adverse Effect.\n\n         2.8 Governmental and Third Party Consents. Except for filings, permits,\nauthorizations,  consents  and  approvals  as may be required  under,  and other\napplicable  requirements  of, the HSR Act,  no filing  with or notice to, and no\npermit, authorization,  consent or approval of, any Governmental Entity or third\nparty is necessary  for the execution  and delivery by the  Stockholder  and del\nCaribe of this  Agreement  and the other  Transaction  Documents  required to be\ndelivered  by  the  Stockholder  and  del  Caribe  or  the  consummation  of the\ntransactions  contemplated hereby or thereby,  except to the extent set forth on\nSchedules 2.7 and 2.8 of the Disclosure Schedules or where the failure to obtain\nsuch permits,  authorizations,  consents or approvals or to make such filings or\ngive such notices would not,  individually or in the aggregate,  have a Material\nAdverse Effect.\n\n         2.9 Litigation. Except with respect to Tax matters (which are addressed\nin Section  2.12) and  environmental  matters  (which are  addressed  in Section\n2.13),  Schedule 2.9 of the  Disclosure  Schedule  lists (a) each action,  suit,\nclaim or proceeding (including,  but not limited to, any arbitration proceeding)\npending  or,  to the  knowledge  of the  Stockholder,  threatened,  and (b) each\ninvestigation  which,  to  the  knowledge  of the  Stockholder,  is  pending  or\nthreatened,  against  del Caribe or the  Partnership,  at law or in  equity,  or\nbefore or by any  Governmental  Entity  which,  if  determined  adversely to del\nCaribe or the Partnership, would have a Material Adverse Effect. For purposes of\nthe  preceding  sentence,  no  representation  is made with  respect  to (i) any\nproceeding  before  any  Governmental  Entity  initiated  by del  Caribe  or the\nPartnership  in which del  Caribe or the  Partnership  is an  applicant  for any\nLicense,  to the extent the matters considered in such proceeding are limited to\nthe approval or authority  requested in such  application,  or (ii)  proceedings\ninitiated  by a third  party  in  which  del  Caribe  or the  Partnership  is an\nintervener,   and  the  subject  matter  of  such  intervention  is  of  general\napplicability  to  similarly-situated   parties.  Neither  del  Caribe  nor  the\nPartnership is in default with respect to any order, writ,  injunction or decree\nknown to or served  upon such  entity of any  Governmental  Entity,  except  for\ndefaults which would not have a Material Adverse Effect.\n\n         2.10 Contracts.  Schedule 2.10 of the Disclosure  Schedule lists all of\nthe  material  contracts  and  agreements  to which the  Partnership  is a party\nrelating to or affecting  the  operation  of the  Facility and which  require an\nannual payment in excess of One Million Dollars  ($1,000,000) (the \"Contracts\").\nTo the knowledge of the Stockholder:  (a) each Contract is valid, binding and in\nfull force and effect,  and is enforceable by the Partnership in accordance with\nits terms,  except as enforceability may be limited by the Bankruptcy  Exception\nand except as would not have a Material Adverse Effect,  (b) the Partnership has\nperformed in all material  respects the obligations  required to be performed by\nit to date under each  Contract,  except for such failure or failures to perform\nwhich would not have a Material Adverse Effect,  and (c) the Partnership has not\nreceived any notice of default under any Contract to which it is a party, except\nas would not have a Material Adverse Effect.\n\n         2.11 Compliance with Applicable Law. Except with respect to Tax matters\n(which  are  addressed  in  Section  2.12) and  Environmental  Laws  (which  are\naddressed in Section  2.13),  the operations of del Caribe and, to the knowledge\nof the  Stockholder,  the  Partnership  are,  and have  been,  conducted  in all\nmaterial  respects in accordance with all applicable laws,  regulations,  orders\nand other requirements of all Governmental Entities having jurisdiction over del\nCaribe and the Partnership or their respective assets, properties or operations,\nexcept in any case where the failure to so conduct  their  operations  would not\nhave a Material  Adverse  Effect.  Except with respect to Tax matters (which are\naddressed  in Section  2.12) and  Environmental  Laws  (which are  addressed  in\nSection  2.13),  del  Caribe  and,  to the  knowledge  of the  Stockholder,  the\nPartnership  have not received any notice of any material  violation of any such\nlaw,  regulation,  order or other  legal  requirement,  and are not in  material\ndefault with respect to any order, writ, judgment,  award,  injunction or decree\nof any Governmental Entity,  applicable to del Caribe, the Partnership or any of\ntheir respective assets, properties or operations.\n\n         2.12     Tax Matters.\n\n                  (a) Each of del Caribe,  Eco Holdings,  EcoElectrica  Ltd. and\nthe Partnership (each, a \"Taxpayer\") has filed on a timely basis all Tax returns\nrequired to be filed by a Taxpayer on or prior to the date hereof,  except where\nsuch instance of noncompliance  would not have a Material Adverse Effect.  As of\nthe time of filing,  the foregoing Tax returns of del Caribe and the Partnership\nwere true and complete in all material respects.\n\n                  (b) With respect to all amounts in respect of Taxes imposed on\neach  Taxpayer in any Taxable  period or portion of a period ending on or before\nthe  Closing  Date  (other  than Taxes with  respect to  activities,  events and\nelections  of Buyers or any  Taxpayer on or after the  Closing),  all such Taxes\nrequired to be paid to Taxing authorities reflected on such returns on or before\nthe date  hereof  have  been  paid,  except  such  Taxes,  if any,  as are being\ncontested in good faith,  Taxes which are not yet due and payable or are assumed\nby Buyers under this Agreement.  Each Taxpayer has complied with all Tax laws in\nall material respects.\n\n                  (c) No  adjustments  to the Tax liability of any Taxpayer have\nbeen proposed in writing (and are currently  pending) by any taxing authority in\nconnection  with any tax return of any  Taxpayer,  except for  adjustments  that\nwould  not  have  a  Material  Adverse  Effect.  All  deficiencies  asserted  or\nassessments made as a result of any examinations of any Taxpayer have been fully\npaid, or are fully  reflected as a liability in the financial  statements of the\napplicable Taxpayer, or are being contested in good faith.\n\n                  (d) There are no liens for Taxes (other than for Taxes not yet\ndue and  payable)  on any of the  assets of any Taxpayer.\n\n                  (e) del Caribe is treated as a disregarded entity for U.S. Tax\npurposes.\n\n         2.13     Environmental Matters.  Subject to Schedule 2.13:\n\n                  (a)  Each  of  del  Caribe  and,  to  the   knowledge  of  the\nStockholder,   the  Partnership   comply  in  all  material  respects  with  all\nEnvironmental  Laws and has obtained and maintained in effect all  Environmental\nPermits and are in material compliance with all such Environmental Permits.\n\n                  (b)  Neither  del  Caribe  nor,  to  the   knowledge   of  the\nStockholder,  the Partnership  has performed,  failed to perform or suffered any\nact which will give rise to, or has otherwise  incurred,  material  liability to\nany person (governmental or not) under the Comprehensive Environmental Response,\nCompensation  and  Liability  Act,  42  U.S.C.  ss.  9601 et seq.,  or any other\nEnvironmental  Laws,  nor has it received  notice of any such  liability  or any\nclaim therefor.\n\n                  (c)  There  are  no  pending  or,  to  the  knowledge  of  the\nStockholder, threatened administrative,  judicial or regulatory proceedings, or,\nto the knowledge of the Stockholder,  any threatened  actions or claims,  or any\nconsent  decrees or other  agreements  in effect  that  relate to  environmental\nconditions  in, on, under,  about or related to del Caribe,  the  Partnership or\ntheir respective operations or the real properties leased or owned by them.\n\n         2.14  Insurance.  Each  of del  Caribe  and,  to the  knowledge  of the\nStockholder,  the  Partnership  holds  (either  directly or  indirectly  through\naffiliated  entities)  valid  policies  of  insurance  of such types and in such\namounts as is customary for companies similarly situated.\n\n         2.15  Brokers.  Except for Credit Suisse First Boston  Corporation,  no\nbroker, finder, investment banker, or other person is entitled to any brokerage,\nfinder's  or  other  fee or  commission  in  connection  with  the  transactions\ncontemplated by this Agreement,  based on contractual arrangements made by or on\nbehalf of the Stockholder or del Caribe.\n\n         2.16 Distributions. Neither the Stockholder nor del Caribe has received\na cash distribution  from the Partnership under the Partnership  Agreement after\nJanuary 1, 2001 other than the  distributions,  if any,  listed on Schedule 2.16\n(the \"Distributions\").  \"Distributions\"  excludes, among other matters, payments\nor obligations to the Stockholder or any of its Affiliates arising independently\nunder any other agreement.\n\n                                    ARTICLE 3\n               REPRESENTATIONS AND WARRANTIES OF MIRANT AND BUYERS\n\n         Mirant and Buyers hereby make the representations and warranties to the\nStockholder and del Caribe as set forth below.\n\n         3.1 Organization and Corporate  Authority.  Mirant is a corporation and\nBuyers are limited liability  companies,  in each case, duly organized,  validly\nexisting and in good standing under the laws of their  respective  jurisdictions\nof  organization  and have all requisite  corporate power and authority to enter\ninto  this  Agreement  and  the  Transaction  Documents  and  to  perform  their\nrespective  obligations  hereunder and thereunder.  This Agreement and the other\nTransaction  Documents  to be executed and  delivered by Mirant and Buyers:  (a)\nhave been (or upon  execution  will have been) duly  executed  and  delivered by\nMirant and Buyers; (b) have been effectively authorized by all necessary action,\ncorporate or otherwise and no other  proceedings on the part of Mirant or Buyers\nare  necessary to authorize  the  performance  of their  respective  obligations\nhereunder and thereunder; and (c) constitute (or upon execution will constitute)\nlegal, valid and binding  obligations of Mirant and Buyers,  enforceable against\nMirant and Buyers in  accordance  with their  respective  terms,  except as such\nenforceability may be limited by the Bankruptcy Exception.\n\n         3.2 No Conflict or Violation.  The execution,  delivery and performance\nby Mirant and Buyers of this Agreement and the other Transaction Documents to be\nexecuted and  delivered by Mirant and Buyers and the  performance  by Mirant and\nBuyers of their respective obligations hereunder and thereunder, do not and will\nnot:  (a) violate or conflict  with any  provision  of the charter  documents or\nbylaws of Mirant or Buyers;  or (b) violate any provision or  requirement of any\nfederal, state or local law, statute, judgment, order, writ, injunction, decree,\naward,  rule, or regulation of any Governmental  Entity  applicable to Mirant or\nBuyers.\n\n         3.3  Litigation.  There are no  material  claims,  actions,  suits,  or\nproceedings  (including,  but not limited to, any arbitration proceeding) of any\nnature,  at law or in equity,  pending or, to the knowledge of Mirant or Buyers,\nthreatened by or against Mirant,  Buyers,  the directors,  officers,  employees,\nagents of Mirant or Buyers,  or any of their  respective  Affiliates  involving,\naffecting or relating to the transactions  contemplated by this Agreement or the\nperformance  of the  respective  obligations  of Mirant  and  Buyers  hereunder.\nNeither Mirant nor either Buyer is subject to any order, writ, judgment,  award,\ninjunction or decree of any Governmental Entity involving, affecting or relating\nto the  transactions  contemplated  by this Agreement or the  performance of the\nrespective obligations of Mirant and Buyers hereunder.\n\n         3.4 Governmental  Consents.  Except as set forth on Schedule 3.4 hereof\nand except for filings, permits,  authorizations,  consents and approvals as may\nbe required under, and other applicable  requirements of, the HSR Act, no filing\nwith or notice to, and no permit,  authorization,  consent or  approval  of, any\nGovernmental  Entity is necessary  for the  execution  and delivery by Mirant or\nBuyers of this  Agreement  and the other  Transaction  Documents  required to be\ndelivered by Mirant or Buyers or the  performance of the respective  obligations\nof Mirant and Buyers hereunder and thereunder.\n\n         3.5 Availability of Funds. On the Closing Date,  Mirant and Buyers will\nhave sufficient  funds available to enable Buyers to consummate the transactions\ncontemplated  hereby and to permit  Mirant and Buyers to timely  perform  all of\ntheir respective obligations under this Agreement.\n\n         3.6 Qualified Buyers.  Mirant  and  Buyers  are qualified to obtain any\npermits, licenses or authorizations  necessary for Buyers to own del Caribe, the\nPartnership and the Project Note and to operate the Facility as contemplated  by\nthis Agreement.\n\n         3.7      Securities Matters.\n\n                  (a) The del Caribe  Shares and the Project Note to be received\nby and  assigned to Buyer 2 will be acquired  for  investment  for Buyer 2's own\naccount,  not with a view to the  distribution of any part thereof,  and Buyer 2\nhas no present intention of selling, granting any participation in, or otherwise\ndistributing  the same.  Neither  Mirant  nor  either  Buyer  has any  contract,\nundertaking, agreement or arrangement with any person to sell, transfer or grant\nparticipations to such person or to any third person, with respect to any of the\ndel Caribe Shares or the Project Note.\n\n                  (b) Mirant and Buyers  understand  that the del Caribe  Shares\nand the Project Note are characterized as \"restricted securities\" under the U.S.\nfederal  securities  laws inasmuch as such  securities  are being  acquired in a\ntransaction  not  involving  a public  offering  and that  under  such  laws and\napplicable  regulations  such  securities may not be resold in the absence of an\neffective  registration statement covering the del Caribe Shares and the Project\nNote, as applicable, or an exemption from registration under the Securities Act.\n\n         3.8 Brokers. No broker,  finder,  investment banker, or other person is\nentitled to any  brokerage,  finder's or other fee or  commission  in connection\nwith the transactions  contemplated by this Agreement,  based upon  arrangements\nmade by or on behalf of Mirant or Buyers.\n\n         3.9  Non-Utility  Status.  Neither Mirant nor either Buyer is primarily\nengaged in the  generation  or sale of electric  power under  Section 201 of the\nPublic Utility Regulatory Policies Act of 1978 (as incorporated in Section 3(17)\nand 3(18) of the Federal Power Act), FERC's implementing regulations, and FERC's\nprecedent thereunder.\n\n                                    ARTICLE 4\n                               CERTAIN AGREEMENTS\n\n         4.1      Access and Confidentiality.\n\n                  (a) Upon the reasonable request of Buyers, the Stockholder and\ndel Caribe  shall use  commercially  reasonable  efforts to afford to Buyers and\nBuyers'  accountants,  counsel and  representatives  full access,  during normal\nbusiness  hours  throughout  the period  prior to the  Closing  (or the  earlier\ntermination of this  Agreement),  to all of the properties,  books,  records and\ncontracts of del Caribe and the Partnership (including,  without limitation, the\nPartnership's  accounting records,  the workpapers of Partnership's  independent\naccountants,  and all  environmental  studies,  reports and other  environmental\nrecords of the  Partnership),  to the extent such  disclosure  does not conflict\nwith  any  confidentiality  obligations  of the  Stockholder,  del  Caribe,  Eco\nHoldings or the Partnership.\n\n                  (b) Neither Mirant,  either Buyer nor any of their  respective\ndirectors,  officers,  employees,  agents or  representatives  may,  directly or\nindirectly, disclose to any person or entity or use any Confidential Information\nfor  any  purpose  other  than  to  evaluate  and  consummate  the  transactions\ncontemplated by this Agreement and the other Transaction Documents. If Mirant or\neither  Buyer  is  requested  or  required  (by oral  question  or  request  for\ninformation or documents in any legal proceeding, interrogatory, subpoena, civil\ninvestigative,   demand,  or  similar  process)  to  disclose  any  Confidential\nInformation, Mirant and Buyers shall promptly notify the Stockholder, del Caribe\nand the  Partnership  so that the  appropriate  parties may seek an  appropriate\nprotective order or waive compliance with the provisions of this Section 4.1(b).\nIf, in the absence of a protective  order or the receipt of a waiver  hereunder,\nMirant or either  Buyer is, on the advice of counsel,  compelled to disclose any\nConfidential Information to any tribunal, Mirant or either Buyer, as applicable,\nmay disclose the Confidential  Information to the tribunal;  provided,  however,\nthat Mirant and Buyers shall use all commercially  reasonable  efforts to obtain\nan order or other assurance that confidential treatment will be accorded to such\nportion of the Confidential Information required to be disclosed.\n\n         4.2 Certain Changes and Conduct of Business. From and after the date of\nthis  Agreement  and until  the  Closing  (or the  earlier  termination  of this\nAgreement),  del Caribe shall,  and the Stockholder  shall cause del Caribe,  to\nconduct  its  business  solely  in the  ordinary  course  consistent  with  past\npractices.  Without limiting the generality of the preceding sentence, except as\nrequired or permitted  pursuant to the terms  hereof,  del Caribe shall not, and\nthe Stockholder  shall not permit del Caribe to do, any of the following without\nobtaining  the  consent  of Buyer 1,  which  consent  shall not be  unreasonably\nwithheld:\n\n                  (a) make any change in the charter documents or bylaws  of del\nCaribe;\n\n                  (b) issue any  additional  shares of  capital  stock or equity\nsecurities or grant any option, warrant or right to acquire any capital stock or\nequity securities or issue any security convertible into or exchangeable for the\ncapital stock of del Caribe, alter any term of any of the outstanding securities\nof del Caribe, or make any change in the outstanding  shares of capital stock or\nother  ownership  interests  or in the  capitalization,  whether  by reason of a\nreclassification,  recapitalization,  stock  split or  combination,  exchange or\nreadjustment of shares, stock dividend or otherwise;\n\n                  (c) (i) issue any notes, bonds,  debentures or other corporate\nsecurities  or  grant  any  option,  warrant  or right  to  purchase  any of the\nforegoing,  (ii)  issue any  securities  convertible  or  exchangeable  for debt\nsecurities of del Caribe,  or (iii) issue any options or other rights to acquire\ndirectly  or  indirectly  any debt  securities  of del  Caribe  or any  security\nconvertible into or exchangeable for such debt securities; or\n\n                  (d) commit itself to do any of the foregoing.\n\n         4.3 Stockholder  Guarantees.  The Stockholder and\/or its Affiliates are\nguarantors  with respect to certain  indebtedness  or otherwise  provide certain\nforms of credit support, in each case as listed on Schedule 4.3 (the \"Guaranteed\nIndebtedness\").  Prior  to the  Closing,  Mirant  or  Buyer  1 shall  cause  the\nStockholder and its Affiliates to be replaced and released as guarantor or other\napplicable status with respect to all of the Guaranteed Indebtedness.\n\n         4.4      [Intentionally omitted.]\n\n         4.5      [Intentionally omitted.]\n\n         4.6      Regulatory Approvals.\n\n                  (a) Antitrust  Notification.  Mirant,  Buyers, the Stockholder\nand del Caribe  shall,  as  promptly as  practicable  but in no event later than\ntwenty (20) days  following the execution and delivery of this  Agreement,  each\nfile with the FTC and the DOJ the  Notification  and  Report  Form under the HSR\nAct, if any,  required in connection with the transactions  contemplated  hereby\nand as  promptly  as  practicable  supply any  additional  information,  if any,\nrequested in connection  herewith pursuant to the HSR Act. Any such Notification\nand Report Form and additional information,  if any, submitted to the FTC or the\nDOJ shall be in substantial  compliance  with the  requirements  of the HSR Act.\nEach of Mirant,  Buyers,  the  Stockholder  and del Caribe shall  furnish to the\nothers such  information and assistance as the others may reasonably  request in\nconnection with their preparation of any filing or submission which is necessary\nunder the HSR Act. Each of Mirant,  Buyers, the Stockholder and del Caribe shall\nkeep the others  apprised in a prompt  manner of the status and substance of any\ncommunications with, and inquiries or requests for additional  information from,\nthe FTC and the DOJ and shall comply  promptly with any such inquiry or request.\nEach of Mirant,  Buyers,  the Stockholder and del Caribe shall use  commercially\nreasonable  efforts to obtain the  termination  or expiration of any  applicable\nwaiting  period  required  under  the  HSR  Act  for  the  consummation  of  the\ntransactions  contemplated  hereby.  Mirant and Buyers shall pay all filing fees\npayable  under  the HSR Act in  connection  with the  transactions  contemplated\nhereby, and each of Mirant, Buyers, the Stockholder and del Caribe shall pay its\nown respective  costs  incurred in preparation of all reports and  notifications\nrequired under the HSR Act.\n\n                  (b)  Regulatory   Approval  Process.   Mirant,   Buyers,   the\nStockholder  and del Caribe shall,  as promptly as  practicable  but in no event\nlater than  thirty  (30) days  following  the  execution  and  delivery  of this\nAgreement,  submit to the  appropriate  agencies  or third  parties  all consent\nrequests,  declarations,  filings and registrations listed on Schedules 2.7, 2.8\nand 3.4.  With  respect to any filings  that may be required to be  submitted to\nFERC,  Mirant,  Buyers,  the Stockholder and del Caribe shall cooperate to share\nand develop  information  necessary  for such filings and drafts of such filings\nwithin fifteen (15) days following execution and delivery of this Agreement, and\nshall give each other  reasonable  opportunity  to comment on and to revise such\ndraft filings before such filings are submitted to FERC.\n\n         4.7  Efforts.  Upon the terms and  subject  to the  conditions  of this\nAgreement,  each of the parties hereto shall use all its commercially reasonable\nefforts to take,  or cause to be taken,  all actions,  and to do, or cause to be\ndone, all things necessary,  proper or advisable  consistent with applicable law\nto cause the  fulfillment  of the  conditions to Closing set forth herein and to\nconsummate and make effective in the most  expeditious  manner  practicable  the\ntransactions contemplated hereby.\n\n         4.8 Notice of Changes.  Prior to the Closing, each party shall promptly\nadvise the other in writing with respect to any matter  arising after  execution\nof this Agreement of which that party obtains  knowledge and which,  if existing\nor occurring at the date of this  Agreement,  would have been required to be set\nforth in this Agreement,  including any of the schedules hereto. If, as a result\nof such  development,  Mirant or either  Buyer has the right to  terminate  this\nAgreement  pursuant  to Section  7.1 and Mirant and both Buyers fail to exercise\nthat right within the period of ten (10) days after such right accrues, then the\nwritten notice  delivered to Mirant or either Buyer pursuant to this Section 4.8\nwill be  deemed  to have  amended  this  Agreement,  including  any  appropriate\nschedule hereto, to have qualified the representations and warranties  contained\nin  Article  2 above,  and to have  cured  any  misrepresentation  or  breach of\nwarranty  that  otherwise  might  have  existed   hereunder  by  reason  of  the\ndevelopment.\n\n         4.9      Certain Tax Matters.\n\n                  (a) Tax Returns. The income of the Partnership attributable to\nthe Partnership Interests shall be apportioned to the period up to and including\nthe Closing  Date (the  \"Pre-Closing  Short  Year\") to del Caribe and the period\nafter the Closing Date (the  \"Post-Closing  Short Year\") by closing the books of\nthe Partnership as of the end of the Closing Date to Buyers.  In the case of any\nTaxes that are imposed on a periodic  basis and are payable for a Taxable period\nthat includes  (but does not end on) the Closing  Date,  the portion of such Tax\nwhich  relates to the portion of such Taxable  period ending on the Closing Date\nshall (i) in the case of Taxes  that are not  based on income or gross  receipts\n(e.g.,  property taxes),  be deemed to be the total amount of such Taxes for the\nperiod in question  multiplied  by a  fraction,  the  numerator  of which is the\nnumber of days in the entire  Taxable period ending on the Closing Date, and the\ndenominator of which is the total number of days in the entire Taxable period in\nquestion,  and (ii) in the  case of Taxes  that  are  based on  income  or gross\nreceipts,  be deemed to be the Taxes that would be due if the  relevant  Taxable\nperiod ended on the Closing Date.\n\n                  (b) Authority. After the Closing, Mirant and Buyers shall, and\nshall cause del Caribe and its  Affiliates  to provide the  Stockholder  and its\nAffiliates  with  such  powers  of  authority  or  other  authorizations  as are\nreasonably  necessary  to empower them to execute and file Tax returns for which\nthey are  responsible,  file refund and similar  claims for Taxes for which they\nare  responsible  or entitled,  and  contest,  settle and resolve any audits and\ndisputes over which they have control under this Agreement  (including,  without\nlimitation, any refund claims which evolve into audits or disputes).\n\n                  (c) Cooperation.  After the Closing, Mirant and Buyers, on the\none hand, and the  Stockholder,  on the other hand, shall provide prompt written\nnotice to the other of any  pending  or  threatened  Tax  audit,  assessment  or\nproceeding of which it becomes  aware  related to del Caribe or the  Partnership\nfor whole or partial periods for which the other is responsible hereunder.  Such\nnotice  shall  contain  known  factual  information   describing  any  potential\nliability in  reasonable  detail and be  accompanied  by copies of any notice or\nother  document  received  from or sent to any Tax  authority in respect of such\nmatters.  After  the  Closing,  Mirant  and  Buyers,  on the one  hand,  and the\nStockholder,  on the  other  hand,  shall  cooperate  fully,  and to the  extent\nreasonably  requested by the other party,  in connection  with the filing of all\nTax  Returns  pursuant to this  Agreement  and any audit,  litigation,  or other\nproceeding  related to such Tax  Returns.  Such  cooperation  shall  include the\nretention  and  provision  of records and  information  relevant to any such tax\nfiling,  audit,  litigation or other matter and making employees  available on a\nreasonable basis.\n\n                  (d)  Audits.  The  Stockholder  shall  control  all audits and\ncontests  relating to any Taxes for del Caribe and the  Partnership  for all Tax\nperiods ending on or prior to the Closing Date.  Buyers shall control all audits\nand  contests  relating  to Taxes of del Caribe and the  Partnership  that arise\nfollowing the Closing Date,  including Taxes related to the  Post-Closing  Short\nYear.\n\n                  (e) Coordination. Mirant and Buyers shall not, and shall cause\ntheir respective Affiliates, del Caribe, Eco Holdings, EcoElectrica Ltd. and the\nPartnership to not, take any action inconsistent with, contest any position with\nrespect to, attempt to recharacterize  and\/or voluntarily make any disclosure of\nany kind to any third party,  including,  without  limitation,  any Governmental\nEntity,  with respect to any action,  election,  position,  transaction,  and\/or\ncharacterization  made or taken by the  Stockholder,  del Caribe,  Eco Holdings,\nEcoElectrica  Ltd.  or the  Partnership  in  respect  of (i)  any  restructuring\nactivity   required,   permitted  or  associated  with  the  completion  of  the\ntransactions  contemplated  by this  Agreement  or (ii) in respect of any Tax or\nTaxes related to whole or partial Taxable periods or activities on or before the\nClosing  Date.  The  provisions  of this  Section  4.9(e) will not  prohibit any\ndisclosure required by law, provided that no such disclosure may be made without\nfirst promptly  notifying the  Stockholder  and  authorizing  the Stockholder to\nreview and challenge the same.\n\n                  (f)  Transfer  Taxes.  All  stamp,   documentary,   recording,\ntransfer and sales and use taxes incurred in connection  with this Agreement and\nthe transactions  contemplated hereby shall be borne by Buyers.  Buyers at their\nown expense shall file, to the extent  required by applicable law, all necessary\nTax Returns and other  documentation  with respect to all such transfer or sales\nand use taxes.\n\n                                    ARTICLE 5\n                                 INDEMNIFICATION\n\n         5.1      Indemnification by Stockholder.\n\n                  (a)  General.  For a  period  of one (1)  year  following  the\nClosing  Date  and  subject  to the  limits  set  forth in this  Article  5, the\nStockholder and its successors and assigns shall  indemnify,  defend,  reimburse\nand hold  harmless the Buyer  Indemnitees,  from and against any and all claims,\nlosses, damages, liabilities,  obligations, assessments, penalties and interest,\ndemands, actions and expenses (including,  without limitation,  settlement costs\nand any legal,  accounting and other expenses for investigating or defending any\nactions) (\"Losses\") reasonably incurred by any Buyer Indemnitee,  arising out of\n(i) the breach of any  representation or warranty made by the Stockholder or del\nCaribe  in  Article 2 of this  Agreement;  or (ii) the  breach of any  covenant,\nagreement  or  obligation  of the  Stockholder  or del Caribe  contained in this\nAgreement or any other Transaction  Document.  Notwithstanding the one-year time\nlimitation set forth above, the Stockholder's  indemnification obligations under\nthis Section 5.1 arising from the breach of any  representation or warranty made\nby the  Stockholder in (x) Section 2.12 of this  Agreement  shall continue until\nsuch time as the applicable  statute of limitations  has expired on the right of\nthe  applicable  Governmental  Entity to legally  impose the Tax liability  upon\nwhich the Buyer Indemnitee's claimed Loss is based; and (y) Section 2.13 of this\nAgreement  shall  continue for a period of two (2) years after the Closing Date.\nFurthermore, notwithstanding the foregoing or anything else in this Agreement to\nthe contrary, in the event that any Buyer Indemnitee reasonably incurs Losses in\nconnection with the breach of any  representation or warranty of the Stockholder\nregarding Eco Holdings, EcoElectrica Ltd. and the Partnership, the Stockholder's\nobligations  under this Section 5.1 shall apply to only fifty  percent  (50%) of\nsuch Losses.\n\n         5.2  Indemnification by Mirant and Buyers. For a period of one (1) year\nfollowing  the Closing  Date and subject to the limits set forth in this Article\n5, Mirant,  Buyers and their respective  successors and assigns shall indemnify,\ndefend, reimburse and hold harmless the Stockholder Indemnitees from and against\nany and all Losses reasonably incurred by any Stockholder Indemnitee arising out\nof (i) the breach of any  representation  or  warranty  made by Mirant or either\nBuyer in Article 3 of this Agreement; (ii) the breach of any covenant, agreement\nor obligation of Mirant or either Buyer contained in this Agreement or any other\nTransaction  Document;  or (iii) the  ownership or operation of del Caribe,  Eco\nHoldings, EcoElectrica Ltd. or the Partnership after the Closing.\n\n         5.3      Indemnification Procedure.\n\n                  (a)   Whenever   any  claim  (a   \"Claim\")   shall  arise  for\nindemnification  under this Article 5, the Indemnitee shall promptly (but in any\nevent within ten (10) days of the  Indemnitee  becoming aware of the Claim) give\nwritten notice to the Indemnitor  with respect to the Claim,  which notice shall\ninclude reliable  information of the facts constituting the basis for the Claim.\nNotwithstanding the foregoing,  the failure to timely give such notice shall not\nrelieve the Indemnitor from any obligation  under this Agreement,  except to the\nextent,  if any, that the Indemnitor is materially  prejudiced  thereby.  In the\nevent of any  Claim  resulting  from or in  connection  with any  claim or legal\nproceedings  by a third  party  (a  \"Third  Party  Claim\"),  the  notice  to the\nIndemnitor  shall specify,  if known, the amount or an estimate of the amount of\nliability arising  therefrom.  The Indemnitee shall not settle or compromise any\nclaim by any third party for which it is entitled to indemnification  hereunder,\nwithout the prior written consent of the Indemnitor  unless suit shall have been\ninstituted  against it and the  Indemnitor  shall not have taken control of such\nsuit after notification thereof as provided in Section 5.3(c) hereof.\n\n                  (b) Upon receipt of written  notice from the  Indemnitee  of a\nThird Party Claim, the Indemnitor shall provide counsel (such counsel subject to\nthe reasonable  approval of the Indemnitee) to defend the Indemnitee against the\nmatter from which the Third Party Claim arose,  at the  Indemnitor's  sole cost,\nrisk and expense. The Indemnitee shall cooperate in all reasonable respects,  at\nthe  Indemnitor's  sole  cost,  risk and  expense,  with the  Indemnitor  in the\ninvestigation,  trial, defense and any appeal arising from the matter from which\nthe Third Party Claim arose.  The Indemnitee shall be entitled to participate in\n(but not  control)  the  defense  of any such  action,  with  counsel at its own\nexpense.  The  Indemnitor  shall have the right to elect to settle any claim for\nmonetary  damages  without  the  Indemnitee's  consent  only  if the  settlement\nincludes  a complete  release  of the  Indemnitee.  If the  settlement  does not\ninclude  such a release,  it will be subject to the  consent of the  Indemnitee,\nwhich will not be unreasonably  withheld;  provided,  however, if the Indemnitee\nfails to give such consent within twenty (20) days of being  requested to do so,\nthe  Indemnitee  shall,  at its expense,  assume the defense of such Third Party\nClaim and regardless of the outcome of such matter,  the Indemnitor's  liability\nhereunder  shall be  limited  to the  amount  of the  proposed  settlement.  The\nIndemnitor  may not admit any  liability of the  Indemnitee  or waive any of the\nIndemnitee's  rights without the Indemnitee's prior written consent,  which will\nnot be unreasonably withheld. If the subject of any Third Party Claim results in\na judgment or  settlement,  the  Indemnitor  shall promptly pay such judgment or\nsettlement.\n\n                  (c) If the  Indemnitor  (i) fails to assume the defense of the\nsubject of any Third Party Claim in accordance with the terms of Section 5.3(b),\n(ii)  fails  diligently  to  prosecute  such  defense,  or  (iii)  has,  in  the\nIndemnitee's  reasonable  good faith  judgment,  a  conflict  of  interest,  the\nIndemnitee may defend against the subject of the Claim, at the Indemnitor's sole\ncost, risk and expense, in such manner and on such terms as the Indemnitee deems\nappropriate,  including, without limitation,  settling the subject of the Claim;\nprovided,  however,  that any  compromise or settlement  shall be subject to the\nIndemnitor's  consent,  which consent will not be unreasonably  withheld. If the\nIndemnitee  defends  the  subject  of a Claim in  accordance  with this  Section\n5.3(c),  the Indemnitor shall cooperate with the Indemnitee and its counsel,  at\nthe Indemnitor's sole cost, risk and expense,  in all reasonable  respects,  and\nshall deliver to the Indemnitee or its counsel copies of all pleadings and other\ninformation within the Indemnitor's knowledge or possession reasonably requested\nby the Indemnitee or its counsel that are relevant to the defense of the subject\nof any such Claim and that will not prejudice the Indemnitor's position,  claims\nor defenses.  The Indemnitee shall maintain  confidentiality with respect to all\nsuch information consistent with the conduct of a defense hereunder.\n\n         5.4  Payment.  All  payments  owing  under this  Article 5 will be made\npromptly as  indemnifiable  Losses are incurred.  If the Indemnitee  defends the\nsubject  matter of any Claim in  accordance  with Section  5.3(c),  the expenses\n(including  reasonable  attorneys'  fees and costs)  incurred by the  Indemnitee\nshall be paid by the  Indemnitor  in  advance of the final  disposition  of such\nmatter as incurred by the Indemnitee; provided that the Indemnitee undertakes in\nwriting to repay any such advances in the event that it is ultimately determined\nthat the Indemnitee is not entitled to  indemnification  under the terms of this\nAgreement or applicable law.\n\n         5.5      Limitations.\n\n                  (a)  Notwithstanding  any  provision of this  Agreement to the\ncontrary,  the  Stockholder  shall have no  obligation  to  indemnify  any Buyer\nIndemnitee  under this  Article 5 or to pay  damages in respect of  contract  or\nother claims  arising  under this  Agreement or any other  Transaction  Document\nunless the Buyer Indemnitees have suffered  indemnifiable Losses hereunder in an\naggregate  amount  attributable  to all  Claims  and  obligors  in excess of One\nMillion Five Hundred Thousand Dollars ($1,500,000) (the \"Threshold\"); ----------\nOnce the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees\nshall be  entitled  to  recover  the full  amount of all Losses in excess of the\nThreshold.\n\n                  (b)  In no event will the  ----------,  exceed the  lesser  of\n(i) --------- the PREPA  Resolution  Amount and (ii) ----------. Notwithstanding\nany provision of this Agreement to the contrary, the ---------.\n\n                  (c)  Notwithstanding  any  provision of this  Agreement to the\ncontrary, neither Mirant nor either Buyer shall have any obligation to indemnify\nany Stockholder  Indemnitee under this Article 5 or to pay damages in respect of\ncontract or other claims arising under this  Agreement or any other  Transaction\nDocument unless the Stockholder  Indemnitees have suffered  indemnifiable Losses\nin an aggregate  amount  attributable  to all Claims in excess of the Threshold;\nprovided,  however,  that  Mirant's and Buyers'  obligations  to  indemnify  any\nStockholder  Indemnitee for any Losses arising from any breach of this Agreement\nby Mirant or either Buyer of their  obligation to pay, or directly or indirectly\nresulting in the failure of Mirant and Buyers to pay, the Purchase Price and the\nNote Price under this Agreement,  will not be subject to the Threshold.  Subject\nto the  foregoing  proviso,  once the  aggregate  amount of Losses  exceeds  the\nThreshold,  the  Stockholder  Indemnitees  shall be entitled to recover the full\namount of all Losses in excess of the Threshold.\n\n                  (d)  Notwithstanding  any  provision of this  Agreement to the\ncontrary,   the  maximum  aggregate  liability  of  Mirant  and  Buyers  to  the\nStockholder  Indemnitees  for all claims  arising  under this  Agreement and the\nother Transaction Documents equals $32,000,000; provided, however, that Mirant's\nand Buyers'  obligations to indemnify any Stockholder  Indemnitee for any Losses\narising  from any breach of this  Agreement  by Mirant or either  Buyer of their\nobligation  to pay, or directly or  indirectly  resulting in the failure of both\nMirant  and Buyer to pay,  the  Purchase  Price and the Note  Price  under  this\nAgreement, will not be subject to such limitation.\n\n                  (e) No Indemnitee shall be entitled to  indemnification  under\nthis  Article 5 for Losses (i)  directly  or  indirectly  caused by a willful or\nnegligent  act  of  such  Indemnitee  or a  breach  by  such  Indemnitee  of any\nrepresentation,  warranty,  covenant  or  other  agreement  set  forth  in  this\nAgreement or any duty to the  potential  Indemnitor or (ii) covered by insurance\nproceeds from insurance owned and paid for by the Stockholder,  del Caribe,  Eco\nHoldings or the Partnership  prior to the Closing,  to the extent that the Buyer\nIndemnitees actually receive such insurance proceeds to cover such Losses.\n\n         5.6 Survival. The representations and warranties made in this Agreement\nor in any exhibit,  schedule,  or any other Transaction  Document or certificate\nshall survive any investigation  made by any party hereto and the Closing of the\ntransactions  contemplated  hereby  until the first  anniversary  of the Closing\nDate;  provided,  however,  that the representations and warranties set forth in\n(i)  Section  2.12  of this  Agreement  shall  survive  until  such  time as the\napplicable  statute of  limitations  has expired on the right of the  applicable\nGovernmental  Entity to legally  impose the Tax  liability  upon which the Buyer\nIndemnitee's claimed Loss is based and (ii) Section 2.14 of this Agreement shall\nsurvive for a period of two (2) years after the Closing  Date.  No party will be\nliable to another  under any  warranty or  representation  after the  applicable\nexpiration  of such warranty or  representation;  provided,  however,  that if a\nclaim or notice is given under this Article 5 with respect to any representation\nor warranty prior to the applicable  expiration  date, such claim may be pursued\nto resolution notwithstanding expiration of the representation or warranty under\nwhich the claim was brought.\n\n         5.7      ----------\n\n         (a)      PREPA Resolution ----------\n\n                  (i) Subject to the limitations set forth in this Article 5, in\nthe event of a  pre-Closing  PREPA  Resolution  which  requires  ----------,  in\naccordance with the ---------- of the PREPA Resolution, ----------. Also, in the\nevent of a pre-Closing PREPA  Resolution,  ---------- equal to the lesser of (A)\n----------  of the  Partnership  Effect,  if any,  and (B) that  portion  of the\nPartnership  Effect,  if  any,  such  that,  when  ----------  under  the  PREPA\nResolution equals ----------\n\n                  (ii) Subject to the  limitations  set forth in this Article 5,\nin the event of a pre-Closing  PREPA  Resolution that requires  ---------- or of\nany PREPA  Resolution that ---------- (A) ----------  equal to the lesser of (1)\n---------- and (2)  ----------;  and (B)  ----------  equal to the lesser of (1)\n----------  of the  Partnership  Effect,  if any,  and (2) that  portion  of the\nPartnership  Effect,  if any, such that  ----------  under the PREPA  Resolution\nequals ---------.\n\n                  (iii)In the event that no PREPA Resolution ----------.  In the\nevent that no PREPA Resolution ----------.\n\n         (b)      PREPA Resolution ----------.   In the  event of  a pre-Closing\n PREPA Resolution ----------\n\n         (c) Required  Approvals.  Prior to the Closing Date,  ----------- PREPA\nResolution  ----------  pursuant  to  which  (i)  the  PREPA  Resolution  Amount\n----------, or (ii) the PREPA Resolution is -----------.  After the Closing Date\nbut  prior to the  first  anniversary  of the  Closing  Date,  ----------  PREPA\nResolution  -----------  pursuant  to  which  (x) the  PREPA  Resolution  Amount\n----------,  or  (y)  the  PREPA  Resolution  ----------.   Notwithstanding  the\nforegoing sentence,  ----------- for a PREPA Resolution  ----------- relating to\nsuch PREPA Resolution -----------.\n\n         (d) ----------. In the event that at anytime  -----------. In the event\nthat ----------  results  in a PREPA Resolution, ----------:  (i)  ---------  by\nwhich  the PREPA  Resolution  Amount  ----------,  in the event  that the  PREPA\nResolution  Amount is ---------- or (ii) ----------, in the event that the PREPA\nResolution Amount -----------.\n\n         (e) PREPA Resolution ----------.  During such time as ---------- in any\nPREPA Resolution  pursuant to this Section 5.7, (i) --------- to achieve a PREPA\nResolution; and (ii) ----------. ----------\n\n         5.8 Exclusivity of Indemnification.  The indemnification  provisions of\nthis  Article 5 are  intended to provide the  exclusive  remedy as to all Losses\nthat any party hereunder may incur arising from or relating to the  transactions\ncontemplated by this Agreement.  Each party hereby waives, to the extent that it\nmay do so, any other  rights or  remedies  that may arise  under any  applicable\nstatute, rule or regulation;  provided, however, that the foregoing shall not be\ninterpreted to limit the types of remedies,  including  specific  performance or\nother  equitable  remedies,  which may be sought by an  Indemnitee in connection\nwith a breach of any covenant or agreement  contained herein and shall not limit\nany available remedy for a willful misrepresentation or breach by another party.\n\n         5.9 Consequential  Damages and Remedies. No party will be liable to any\nother  party in  connection  with  this  Agreement,  or any of the  transactions\ncontemplated  hereby,  for any  consequential,  punitive,  special  or  indirect\ndamages.  Each  party  hereby  expressly  releases  the  other  parties,   their\nrespective   Affiliates,    directors,    officers,    employees,   agents   and\nrepresentatives from any such liability.\n\n                                    ARTICLE 6\n                              CONDITIONS TO CLOSING\n\n         6.1  Conditions to Obligations  of Each Party.  The  obligations of the\nStockholder and del Caribe, on the one hand, and Mirant and Buyers, on the other\nhand,  to consummate  the  transactions  contemplated  hereby are subject to the\nfulfillment to the reasonable  satisfaction of the party entitled to the benefit\nof such condition, on or before the Closing Date, of the conditions set forth in\nthis Section 6.1, any one or more of which may be waived in writing by the party\nentitled to the benefit of such condition.\n\n                  (a) No Action  or  Proceeding.  No  preliminary  or  permanent\ninjunction or other order issued by any  Governmental  Entity that declares this\nAgreement  invalid in any  material  respect or prevents or would be violated by\nthe consummation of the transactions  contemplated hereby, or which would have a\nMaterial  Adverse  Effect,  is in  effect.  No  action  or  proceeding  has been\ninstituted or threatened by any  Governmental  Entity,  other person,  or entity\nwhich  seeks  to  prevent  or  delay  the   consummation  of  the   transactions\ncontemplated   by  this   Agreement   or  which   challenges   the  validity  or\nenforceability  of this  Agreement,  the  result  of which  could  constitute  a\nMaterial Adverse Effect.\n\n                  (b)   Consents,   Approvals   and   Filings.   All   consents,\nauthorizations   and  approvals   from,  and  all   declarations,   filings  and\nregistrations  with,  governmental  agencies or third parties that are listed on\nSchedules 2.7, 2.8 and 3.4 shall have been obtained or made, as appropriate. All\nwaiting  periods  under  the  HSR  Act  shall  have  expired  or  been  properly\nterminated.\n\n         6.2 Conditions to Obligations of Mirant and Buyers.  The obligations of\nMirant and Buyers to consummate the transactions contemplated hereby are subject\nto the  fulfillment,  on or before the Closing Date, of the conditions set forth\nin this  Section 6.2, any one or more of which may be waived by Mirant or either\nBuyer in writing in their discretion.\n\n                  (a)   Representations   and   Warranties;    Covenants.    The\nrepresentations  and warranties of the Stockholder  and del Caribe  contained in\nthis Agreement (as revised,  modified or updated pursuant to Section 4.8 hereof)\nshall  be true  and  correct  in all  material  respects  on the  Closing  Date;\nprovided, however, that if any portion of any such representation or warranty is\nalready  qualified  by  materiality,  for purposes of  determining  whether this\ncondition has been satisfied with respect to such portion of such representation\nor  warranty,  such portion of such  representation  or warranty as so qualified\nmust be true and correct in all respects.  The  Stockholder and del Caribe shall\nhave performed in all material respects all obligations required to be performed\nby each of them under this Agreement on or before the Closing Date.\n\n                  (b)   Secretaries'  Certificates.  At  the  Closing,  the\nStockholder and del Caribe shall have delivered to Buyers a certificate dated as\nof the Closing Date  certifying  to the effect of  Section 6.2(a)  signed by the\nrespective  Secretaries  of the Stockholder and del Caribe.\n\n                  (c)   Consents   and   Approvals.   All   consents,   waivers,\nauthorizations  and  approvals  required  under  Schedule 2.7 of the  Disclosure\nSchedule, the absence of which could result in material liability to Buyers or a\nMaterial  Adverse  Effect,  shall  have been duly  obtained  in form  reasonably\nsatisfactory  to Buyers,  shall be in full force and effect on the Closing  Date\nand the executed copies thereof shall have been delivered to Buyers on or before\nthe Closing Date.\n\n                  (d) LNG Term-Out Under Credit  Agreement.  The Term-Out of all\nConstruction Loans into Term Loans shall have been completed pursuant to Section\n2.01(b)  of the  Credit  Agreement,  dated  October  31,  1997 and as amended on\nDecember  15,  1997,  between  the  Partnership  and ABN AMRO Bank N.V.,  as the\nadministrative agent.\n\n                  (e)   Stock Books. The  Stockholder  shall have caused EME del\nCaribe  Holdings  GmbH  to  have delivered  to  Buyer 1 the  stock  books, stock\nledgers, minute books and corporate seals of del Caribe.\n\n                  (f)   Resignation of Directors.   Buyer 1 shall have received \nwritten resignations of the directors of del Caribe.\n\n                  (g) Satisfaction of Other Closing  Conditions.  All conditions\nto the respective obligations of Mirant and Buyers pursuant to Article 6 of that\ncertain Stock  Purchase  Agreement,  of even date  herewith,  by and among Enron\nAsset Holdings,  LLC, a Delaware limited  liability  company,  Mirant and Buyers\nhave been either satisfied or waived.\n\n         6.3 Conditions to Obligations of the  Stockholder.  The  obligations of\nthe Stockholder to consummate the transactions  contemplated  hereby are subject\nto the  fulfillment,  on or before the Closing Date, of the conditions set forth\nin this Section  6.3, any one or more of which may be waived by the  Stockholder\nin writing in its discretion.\n\n                  (a)   Representations   and   Warranties;    Covenants.    The\nrepresentations  and warranties of Mirant and Buyers contained in this Agreement\nshall be true and correct in all material  respects as of the date hereof and on\nthe  Closing  Date;  provided,   however,  that  if  any  portion  of  any  such\nrepresentation or warranty is already qualified by materiality,  for purposes of\ndetermining  whether  this  condition  has been  satisfied  with respect to such\nportion of such representation or warranty,  such portion of such representation\nor warranty as so qualified must be true and correct in all respects. Mirant and\nBuyers shall have performed in all material respects all obligations required to\nbe performed by them under this Agreement on or before the Closing Date.\n\n                  (b)   Secretaries'  Certificates.  At the Closing,  Mirant and\nBuyers shall have  delivered to the  Stockholder  a certificate  dated as of the\nClosing Date certifying to the effect of Section 6.3(a) signed by the respective\nSecretaries of Mirant and Buyers.\n\n                  (c)  Removal as Guarantor. Mirant and Buyers shall have caused\nthe  Stockholder  to be removed as a guarantor of the Guaranteed Indebtedness in\naccordance with Section 4.3.\n\n                                    ARTICLE 7\n                           TERMINATION AND ABANDONMENT\n\n         7.1      Termination. This Agreement and the transactions  contemplated\nhereby may be terminated at any time prior to the Closing:\n\n                  (a) by Mirant or either Buyer,  if (i) the  Stockholder or del\nCaribe  fails to comply in any  materially  adverse  respect  with any of its or\ntheir covenants or agreements  contained herein, (ii) any of the representations\nand  warranties of the  Stockholder  or del Caribe set forth in Article 2 hereof\n(as revised,  modified or updated pursuant to Section 4.8 hereof) is breached or\nis inaccurate in any materially adverse respect, or (iii) any event has occurred\nor circumstances exist which have a Material Adverse Effect; provided,  however,\nthat neither Mirant nor either Buyer may terminate  this  Agreement  pursuant to\nthis  Section  7.1(a) if (x) the  Stockholder  and del  Caribe  have  cured such\nmaterial  noncompliance,  breach,  inaccuracy or Material  Adverse Effect within\nfifteen (15) business days after the receipt of written notice thereof by Mirant\nor either  Buyer or (y)  Mirant or either  Buyer has  breached  in any  material\nrespect  any  of its  representations,  warranties  or  obligations  under  this\nAgreement;\n\n                  (b) by the Stockholder or del Caribe,  if (i) Mirant or either\nBuyer  fails  to  comply  in any  materially  adverse  respect  with  any of its\ncovenants or agreements contained herein, or (ii) any of the representations and\nwarranties  of Mirant or either  Buyer set forth in Section 3 hereof is breached\nor is inaccurate in any materially  adverse  respect;  provided,  however,  that\nneither the Stockholder nor del Caribe may terminate this Agreement  pursuant to\nthis  Section  7.1(b) if (x) Mirant and  Buyers  have cured such  noncompliance,\nbreach or  inaccuracy  within  fifteen (15)  business  days after the receipt of\nwritten  notice  thereof  by the  Stockholder  or del  Caribe or (y)  either the\nStockholder  or del Caribe  has  breached  in any  material  respect  any of its\nrepresentations, warranties or obligations under this Agreement; or\n\n                  (c) by the  Stockholder  or del  Caribe,  on the one hand,  or\nMirant or either  Buyer,  on the other hand,  if (i) a  Governmental  Entity has\nissued a nonappealable  order, decree or ruling or taken any other action (which\norder,  decree or ruling the  parties  hereto  have used all their  commercially\nreasonable efforts to lift), which permanently  restrains,  enjoins or otherwise\nprohibits the transactions  contemplated by this Agreement;  or (ii) a condition\nto the  terminating  party's  performance  hereunder  has not been  satisfied or\nwaived  prior to December  31,  2001;  provided,  however,  that a party may not\nterminate this Agreement pursuant to this Section 7.1(c) if such party's failure\nto fulfill any of its  obligations  under this  Agreement  is the reason for the\noccurrence of either of the foregoing clauses (i) or (ii) hereof.\n\n         7.2  Notice  of  Termination.  In the  event  of  termination  of  this\nAgreement  pursuant  to  Section  7.1  hereof,  written  notice  shall  be given\nforthwith by the terminating  party to the other parties and this Agreement will\nterminate  and  the  transactions  contemplated  hereby  will  be  abandoned  in\naccordance  with the terms of this  Article  7,  without  further  action by any\nparty.\n\n         7.3 Effect of Termination.  If this Agreement is terminated as provided\nin this Article 7, no party to this Agreement will have any liability or further\nobligation to any other party to this Agreement,  except as provided in Sections\n4.1(b), 8.10, 8.11, 8.13, and 8.14 and except that termination of this Agreement\nwill not affect  any  liability  of any party for any  breach of this  Agreement\nprior  to  termination,  or any  breach  at any  time of the  provisions  hereof\nsurviving termination.\n\n                                    ARTICLE 8\n                                  MISCELLANEOUS\n\n         8.1      Definitions.\n\n(a)  \"Action\"  means  any  action,  suit,  counterclaim,   cross-claim,  appeal,\narbitration or mediation for any relief against a party  hereunder or any of its\nAffiliates,  successors or assigns,  declaratory  or  otherwise,  to enforce the\nterms of this Agreement or to declare rights under this Agreement.\n(b) \"Affiliate\" has the meaning ascribed to it in Rule 405 under the Securities \nAct.\n(c) \"Bankruptcy  Exception\" means the limitations on  enforceability  imposed by\ngeneral  principles of equity and  bankruptcy,  insolvency,  reorganization  and\nmoratorium and other similar laws relating to creditors'  rights.  (d) \"Buyer 1\"\nhas the meaning ascribed to it in the preamble to this Agreement.\n(e)  \"Buyer 2\" has the meaning ascribed to it in the preamble to this Agreement.\n(f)  \"Buyers\" has the meaning ascribed to it in the preamble to this Agreement.\n(g) \"Buyer Indemnitees\" means Buyer 1 and its directors, officers and employees.\n(h)  ----------\n(i)  \"capital stock\" means common stock, preferred stock, partnership interests,\nlimited  liability  company interests or other ownership interests of the issuer\nthereof.\n(j)  \"Claim\" has the meaning ascribed to it in Section 5.3(a) hereof.\n(k)  \"Closing\" means the  consummation  of the sale by the  Stockholder, and the\npurchase by Buyers,  of the del Caribe Shares and the Project Note in accordance\nwith the terms of this Agreement.\n(l)  \"Closing Date\" has the meaning ascribed to it in Section 1.2 hereof.\n(m)  \"Confidential Information\"  means any information not in the public domain,\nin any form, whether acquired prior to or after the Closing Date,  received from\nthe  Stockholder,  del Caribe or any of their advisors  relating to the business\nand operations of the Stockholder, del Caribe, Eco Holdings, the Partnership and\ntheir  respective  Affiliates,   including,   without  limitation,   information\nregarding  vendors,  suppliers,  trade  secrets,  training  programs,  technical\ninformation,    contracts,   systems,   procedures,   know-how,   trade   names,\nimprovements,  price lists,  financial or other data,  business plans,  computer\nprograms,  software  systems,  internal  reports,  personnel  files or any other\ncompilation of  information,  written or unwritten,  which is or was used in the\nbusiness of the Stockholder,  del Caribe, Eco Holdings, the Partnership or their\nrespective Affiliates,  except for information (i) that was or becomes generally\navailable to the public,  other than as a result of  disclosure by either Buyer;\nor  (ii)  that  is  received  by  either  Buyer  or any of its  Affiliates  on a\nnonconfidential  basis from a third party that is not prohibited from disclosing\nsuch information by obligation to the Stockholder,  del Caribe, the Eco Holdings\nor the Partnership.\n(n)  \"Contracts\" has the meaning ascribed to it in Section 2.10 hereof.\n(o)  \"Decision\" means any judgment, order, ruling, or award granted with respect\nto an Action.\n(p)  \"del Caribe\"  has  the meaning  ascribed to  it  in  the  preamble of  this\nAgreement.\n(q)  \"del Caribe Shares\" has the meaning ascribed to it in Section 2.3(a)hereof.\n(r)  \"Disclosure Schedule\" means the disclosure  schedule of the Stockholder and\ndel  Caribe  attached  hereto  as  Schedule 2  and  the other schedules included\ntherein.\n(s)  \"Distributions\" has the meaning ascribed to it in Section 2.16 hereof.\n(t)  \"DOJ\" means the United States Department of Justice.\n(u)  \"Eco Holdings\" has the meaning ascribed to it in Section 2.2(a) hereof.\n(v)  \"Eco Holdings Shares\" has the meaning ascribed to it in Section 2.2(a) \nhereof.\n(w)  \"Eco Limited Shares\" has the meaning ascribed to it in Section 2.2(b) \nhereof.\n(x)  \"Environmental  Laws\"  means all  applicable  laws,  regulations  and other\nrequirements of Governmental Entities or duties under common law (other than the\nsame  relating to Taxes)  relating  to toxic or  hazardous  substances,  wastes,\npollution or to the protection of health, safety or the environment.\n(y) \"Environmental Permits\" means all licenses, permits and other authorizations\nor  registrations  required  under  all Environmental Laws.\n(z)  \"Facility\" has the meaning ascribed to it in Recital A hereof.\n(aa) \"FERC\" means the Federal Energy Regulatory Commission.\n(bb) \"Financial Statements\" has the meaning ascribed to it in Section 2.6(a).\n(cc) \"FTC\" means the United States Federal Trade Commission.\n(dd) \"Governmental Entity\" means any court, arbitrator, federal, state  or local\ngovernment  agency,  regulatory body, or other governmental authority.\n(ee) \"Guaranteed Indebtedness\" has the meaning ascribed to it in Section 4.3. \nhereof.\n(ff) \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,  \nas amended.\n(gg) \"Indemnitee\" means the party entitled to indemnification under Article 5 \nhereof.\n(hh) \"Indemnitor\" means the party obligated to provide indemnity under Article 5\nhereof.\n(ii) \"knowledge\" or \"known\" means,  with respect to any individual,  the actual\nknowledge  of such  individual  or, in the case of the  Stockholder,  the actual\nknowledge,  without  independent  investigation,  of the persons  identified  on\nSchedule 8.1 hereto of such entity. (jj) \"License\" means any permit,  license or\nother governmental authorization.\n(kk) \"Losses\" has the meaning ascribed to it in Section 5.1 hereof.\n(ll) \"Material  Adverse Effect\" means one or more effects that,  individually or\nin the aggregate,  are  materially  adverse to the business,  assets,  financial\ncondition  or  results  of  operations  of the  Partnership,  taken  as a whole;\nprovided, however, that any such effect or effects arising from any circumstance\nnot disclosed in this Agreement or the schedules hereto that result, or would be\nreasonably  likely to result,  in an uninsured  loss in excess of $30,000,000 to\nthe Partnership will be conclusively  presumed to constitute a \"Material Adverse\nEffect;\" provided,  further,  that,  notwithstanding the foregoing,  none of the\nfollowing will be deemed,  individually  or together,  to constitute a \"Material\nAdverse  Effect:\" (x) any changes,  circumstances  or effects  resulting from or\nrelating to changes or developments in the economy, financial markets, commodity\nmarkets,  laws,  regulations or rules in the  applicable  electric power markets\n(including,  without limitation, changes in laws or regulations affecting owners\nor providers of electric generation, transmission or distribution as a group and\nnot the Partnership exclusively) or in the political climate generally or in any\nspecific  region;  (y) any  changes  in  conditions  or  developments  generally\napplicable to the industries in which the  Partnership is involved;  and (z) any\nchanges,  circumstances or effects  attributable to the announcement or pendency\nof the transactions  contemplated by this Agreement (including any cancellations\nof or delays in customer agreements,  any reductions in sales, any disruption in\nsupplier,  distributor,   partner  or  similar  relationships  or  any  loss  of\nemployees),  or resulting  from or relating to compliance  with the terms of, or\nthe taking of any action  required  by, this  Agreement.  (mm)  ----------  (nn)\n\"Mirant\" has the meaning ascribed to it in the preamble to this Agreement.\n(oo) ----------\n(pp) \"Partnership\" means EcoElectrica, L.P., an exempt limited partnership \norganized under the laws of Bermuda.\n(qq) \"Partnership  Agreement\"  means that certain First Amended and Restated  \nLimited  Partnership  Agreement,  dated  December 10,\n1997, of the Partnership, as subsequently amended.\n(rr) \"Partnership Effect\" means ----------\n(ss) \"Partnership  Interests\" means the 99% limited partnership  interest in the\nPartnership held by Eco Holdings and the 1% general partnership  interest in the\nPartnership  held  by  its  wholly-owned  subsidiary,   EcoElectrica  Ltd.  (tt)\n\"Post-Closing  Short  Year\" has the  meaning  ascribed  to it in Section  4.9(a)\nhereof.\n(uu) \"PREPA\" means the Puerto Rico Electric Power Authority.\n(vv) ----------\n(ww) \"----------\" means ---------under any PREPA Resolution.\n(xx) ----------\n(yy) \"PREPA Resolution\" means ----------.\n(zz) \"PREPA Resolution  Amount\" means either (i) ---------- (ii) the Partnership\nEffect;  or (iii) the sum of ----------  pursuant to a PREPA  Resolution.  (aaa)\n\"Pre-Closing  Short  Year\" has the  meaning  ascribed  to it in  Section  4.9(a)\nhereof.\n(bbb) \"Prevailing Party\" has the meaning ascribed to it in Section 8.14.\n(ccc) \"Purchase Price\" has the meaning ascribed to it in Section 1.3 hereof.\n(ddd) \"Securities Act\" means the Securities Act of 1933, as amended.\n(eee) \"Stockholder\" has the meaning ascribed to it in the preamble of this \nAgreement.\n(fff) ----------\n(ggg) \"Stockholder  Indemnitees\"  means the Stockholder and its Affiliates,  and\nthe directors,  officers and employees of any of them.  (hhh)  ----------  (iii)\n\"Tax\" or \"Taxes\" means all taxes, imposts,  duties or assessments of any kind or\nnature whatsoever,  and howsoever described or denominated,  including,  without\nlimitation,  income,  gross  receipts,  license,  payroll,  employment,  excise,\nseverance,  stamp,  occupation,  premium,  windfall profits,  environmental,  ad\nvalorem,  customs duties, capital,  wealth, capital stock,  franchise,  profits,\nwithholding,  social security (or similar), sales, use, transfer,  registration,\nvalue added, alternative or add-on minimum, estimated, or other tax or charge of\nany kind  whatsoever,  including any  interest,  penalty,  or addition  thereto,\nwhether disputed or not, imposed by any governmental authority.\n(jjj) \"Taxpayer\" has the meaning ascribed to it in Section 2.12(a) hereof.\n(kkk) \"Threshold\" has the meaning ascribed to it in Section 5.5(a) hereof.\n(lll) \"Transaction  Documents\"  means  this  Agreement,  the  assignment  of the\nProject  Note  and all  necessary  stock  powers  required  to be  delivered  in\nconnection  with  the  consummation  of the  transactions  contemplated  by this\nAgreement.\n\n         8.2 Notices.  All notices,  requests,  demands and other communications\nhereunder  shall be in writing and shall be deemed given upon personal  delivery\nor three (3) days after being mailed by certified or  registered  mail,  postage\nprepaid,  return receipt requested, or one (1) business day after being sent via\na nationally  recognized  overnight courier service if overnight courier service\nis  requested  from  such  service  or  upon  receipt  of  electronic  or  other\nconfirmation  of  transmission  if sent via  facsimile,  to the  parties,  their\nsuccessors  in  interest  or their  assignees  at the  following  addresses  and\ntelephone  numbers,  or at such  other  addresses  or  telephone  numbers as the\nparties may designate by written notice in accordance with this Section 8.2:\n\n              If to Mirant or          Mirant EcoElectrica Investments I, Ltd.\n              either Buyer:            1155 Perimeter Center West\n                                       Atlanta, Georgia  30338\n                                       Telephone No.:  (678) 579-7115\n                                       Facsimile No.:  (678) 579-7979\n                                       Attn.:  J.R. Harris\n\n              With a copy to:          Troutman Sanders LLP\n                                       401 9th Street, NW\n                                       Suite 1000\n                                       Washington, DC  20004-2134\n                                       Telephone No.:  (202) 274-2963\n                                       Facsimile No.:  (202) 654-5625\n                                       Attn.:  Ronald R. Ross, Esq.\n\n              If to the Stockholder    Edison Mission Energy\n              or del Caribe:           18101 Von Karman, Suite 1700\n                                       Irvine, California  92612\n                                       Telephone No.:\n                                       Facsimile No.:\n                                       Attn.:  Steven D. Eisenberg, Esq.\n\n              With a copy to:          Gibson, Dunn &amp; Crutcher LLP\n                                       4 Park Plaza, Jamboree Center\n                                       Irvine, California  92614\n                                       Telephone No.:  (949) 451-3800\n                                       Facsimile No.:  (949) 451-4220\n                                       Attn.:  John M. Williams, Esq.\n\n         8.3  Assignability  and Parties in  Interest.  This  Agreement  and the\nrights,  interests or  obligations  hereunder  may not be assigned by any of the\nparties  hereto without the prior written  consent of the other parties  hereto;\nprovided, however, that this Agreement may be assigned to an Affiliate, but that\nno  such  assignment  will  relieve  Mirant  or  either  Buyer  of any of  their\nrespective obligations  hereunder.  This Agreement shall inure to the benefit of\nand be  binding  upon  Mirant,  Buyers,  the  Stockholder,  del Caribe and their\nrespective  permitted  successors  and assigns.  Nothing in this  Agreement will\nconfer  upon any  person or entity not a party to this  Agreement,  or the legal\nrepresentatives  of such person or entity,  any rights or remedies of any nature\nor kind whatsoever under or by reason of this Agreement.\n\n         8.4  Publicity.  No press  release  or  other  public  announcement  or\ndisclosure  related to this Agreement or the  transactions  contemplated  herein\n(including but not limited to the terms and conditions of this Agreement)  shall\nbe issued or made without the prior  approval of either Buyer,  on the one hand,\nand the  Stockholder,  on the other hand.  The foregoing  shall not prohibit any\ndisclosure  (a)  required  by law or (b) in  connection  with any  financing  or\nrefinancing of indebtedness  by any party hereto;  provided that such disclosure\nis made pursuant to Section 4.1(b) hereof and that the disclosing party consults\nwith the  other  parties  at  least  one (1)  business  day in  advance  of such\ndisclosure.  To the extent a disclosure is required by law, the disclosing party\nshall  cooperate  with the  other  parties  hereto  to  prepare  an  appropriate\nconfidential treatment request with the applicable  Governmental Entity in order\nto prevent  disclosure of any sensitive matters as to which the disclosing party\nbelieves there exists a good faith argument for confidential treatment.\n\n         8.5 Complete  Agreement.  This  Agreement,  the exhibits and  schedules\nhereto and the other  Transaction  Documents  contain or will contain the entire\nagreement   between  the  parties  hereto  with  respect  to  the   transactions\ncontemplated  herein and  therein  and shall  supersede  all  previous  oral and\nwritten   and  all   contemporaneous   oral   negotiations,   commitments,   and\nunderstandings including,  without limitation,  all letters,  memoranda or other\ndocuments or communications,  whether oral, written or electronic,  submitted or\nmade by (a) Mirant,  either Buyer or their respective agents or  representatives\nto the Stockholder, del Caribe, Credit Suisse First Boston Corporation or any of\ntheir respective agents or representatives,  or (b) the Stockholder, del Caribe,\nCredit  Suisse  First  Boston   Corporation  or  their   respective   agents  or\nrepresentatives  to Mirant,  either Buyer or any of their  respective  agents or\nrepresentatives,  in connection with the bidding process which occurred prior to\nthe execution of this Agreement or otherwise in connection  with the negotiation\nand  execution  of this  Agreement.  No  communications  by or on  behalf of the\nStockholder  or del Caribe,  including  responses to any questions or inquiries,\nwhether orally, in writing or electronically, and no information provided in any\ndata room or any copies of any information from any data room provided to Mirant\nor either  Buyer or any other  information  shall be deemed to (x)  constitute a\nrepresentation,  warranty or an agreement of the  Stockholder or del Caribe,  or\n(y) be part of this Agreement.\n\n         8.6  Acknowledgment;  Independent  Due  Diligence.  Mirant  and  Buyers\nacknowledge   that  neither  the   Stockholder  nor  del  Caribe  has  made  any\nrepresentation  or  warranty,  expressed  or  implied,  as to  the  accuracy  or\ncompleteness  of any  information  regarding the  Stockholder,  del Caribe,  Eco\nHoldings, the Partnership or the Facility not included in this Agreement and the\nschedules  hereto.  Without  limiting  the  generality  of  the  foregoing,   no\nrepresentation  or  warranty  is made with  respect  to any  information  in the\nConfidential  Information  Memorandum,  dated April 2001,  or any  supplement or\namendment  thereto  provided in connection with the solicitation of proposals to\nenter into the  transactions  contemplated by this Agreement,  such  information\nhaving been provided for the convenience of Mirant and Buyers in order to assist\nMirant and  Buyers in framing  their due  diligence  efforts.  Mirant and Buyers\nfurther  acknowledge that: (a) Mirant and Buyers,  either alone or together with\nany  individuals or entities Mirant and Buyers have retained to advise them with\nrespect to the transactions  contemplated  hereby, have knowledge and experience\nin  transactions  of this type and in the  business of the  Stockholder  and del\nCaribe, and is therefore capable of evaluating the risks and merits of acquiring\nthe  del  Caribe  Shares;   (b)  they  have  relied  on  their  own  independent\ninvestigation,  and  has  not  relied  on  any  information  or  representations\nfurnished by the Stockholder,  del Caribe or any representative or agent thereof\n(except as  specifically  set forth  herein),  in determining to enter into this\nAgreement;  (c) neither the Stockholder,  del Caribe nor any  representative  or\nagent  thereof has given any  investment,  legal or other advice or rendered any\nopinion as to whether  the  purchase of the del Caribe  Shares is  prudent,  and\nMirant and  Buyers are not  relying on any  representation  or  warranty  by the\nStockholder or del Caribe or any  representative  or agent thereof except as set\nforth in this  Agreement;  (d) Mirant and Buyers have  conducted  extensive  due\ndiligence, including a review of the documents contained in a data room prepared\nby or on behalf of the Stockholder  and del Caribe;  and (e) the Stockholder and\ndel Caribe have made available to Mirant and Buyers all  documents,  records and\nbooks pertaining to del Caribe,  Eco Holdings,  the Partnership and the Facility\nthat Mirant, Buyers and their attorneys,  accountants,  advisors have requested,\nand Mirant,  Buyers and their  attorneys,  accountants and advisors have had the\nopportunity  to visit the  Facilities,  and ask  questions  and receive  answers\nconcerning del Caribe, Eco Holdings,  the Partnership,  and the Facility and the\nterms and conditions of this Agreement. All such questions have been answered to\nthe full and complete satisfaction of Mirant and Buyers.\n\n         8.7 Disclaimer Regarding Assets. Except as otherwise expressly provided\nherein,   each  of  the  Stockholder  and  del  Caribe  expressly  disclaim  any\nrepresentations or warranties of any kind or nature,  express or implied,  as to\nthe condition,  value or quality of the assets or operations of del Caribe,  Eco\nHoldings,  the  Partnership,  the  Facility  or  the  prospects  (financial  and\notherwise),  risks  and  other  incidents  of  del  Caribe,  Eco  Holdings,  the\nPartnership  or  the  Facility  and  each  of the  Stockholder  and  del  Caribe\nspecifically disclaims any representation or warranty of merchantability, usage,\nsuitability or fitness for any  particular  purpose with respect to such assets,\nor any part thereof,  or as to the  workmanship  thereof,  or the absence of any\ndefects  therein,  whether latent or patent,  or compliance  with  environmental\nrequirements,  or as to the  condition  of,  or the  rights of del  Caribe,  Eco\nHoldings,  the  Partnership  or the Facility in, or their title to, any of their\nassets,  or  any  part  thereof,  or  whether  del  Caribe,  Eco  Holdings,  the\nPartnership  or the  Facility  possess  sufficient  real  property  or  personal\nproperty  interests to own or operate such assets.  Except as expressly provided\nherein,  no schedule  or exhibit to this  Agreement,  nor any other  material or\ninformation provided by or communications made by the Stockholder, del Caribe or\nany of their  respective  representatives  will  cause or create  any  warranty,\nexpress or  implied,  as to the  condition,  value or  quality  of such  assets.\nWithout limiting the generality of the foregoing,  no representation or warranty\nis made with  respect to the  accuracy of any  information  provided in any site\ntours or on any web site, or in any meetings with  management or other personnel\nof del Caribe, Eco Holdings,  the Partnership,  the Facility or their respective\nrepresentatives, except as expressly set forth herein.\n\n         8.8  Modifications,  Amendments  and Waivers.  At any time prior to the\nClosing  Date or  termination  of this  Agreement,  any  party may (a) waive any\ninaccuracies in the  representations and warranties of any other party contained\nin this Agreement or in any other Transaction Document; and (b) waive compliance\nby any other party with any of the  covenants  or  agreements  contained in this\nAgreement.  No  waiver  of any of the  provisions  of  this  Agreement  will  be\nconsidered,  or will constitute,  a waiver of any of the rights or remedies,  at\nlaw or equity,  of the party entitled to the benefit of such  provisions  unless\nmade in  writing  and  executed  by the party  entitled  to the  benefit of such\nprovision.\n\n         8.9 Headings;  References. The headings contained in this Agreement and\nthe other  Transaction  Documents are for reference  purposes only and shall not\naffect in any way the meaning or  interpretation  of this Agreement.  References\nherein to articles,  sections,  schedules and exhibits  refer to the  referenced\narticles, sections, schedules or exhibits hereof unless otherwise specified.\n\n         8.10 Governing Law. This Agreement  shall be governed by, and construed\nand enforced in accordance  with,  the internal laws of the State of California.\n\n         8.11 Submission to Jurisdiction.  All actions or proceedings arising in\nconnection with this Agreement  shall be tried and litigated  exclusively in the\nstate or federal  courts  located in the County of Orange,  State of California.\nThe  aforementioned  choice of venue is intended by the parties to be  mandatory\nand not permissive in nature,  thereby  precluding the possibility of litigation\nbetween the parties  with  respect to or arising  out of this  Agreement  in any\njurisdiction  other than that  specified  in this  paragraph.  Each party hereby\nwaives any right it may have to assert the doctrine of forum non  conveniens  or\nsimilar doctrine or to object to venue with respect to any proceeding brought in\naccordance with this paragraph, and stipulates that the state and federal courts\nlocated in the  County of Orange,  State of  California  shall have in  personam\njurisdiction  over each of them for the purpose of litigating  any such dispute,\ncontroversy,  or proceeding. Each party hereby authorizes and accepts service of\nprocess  sufficient  for  personal  jurisdiction  in any  action  against  it as\ncontemplated  by this  Section 8.11 by  registered  or  certified  mail,  return\nreceipt requested,  postage prepaid, to its address for the giving of notices as\nset forth in Section 8.2.  Nothing herein shall affect the right of any party to\nserve process in any other manner permitted by law.\n\n         8.12  Severability.  Any provision of this Agreement  which is invalid,\nillegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be\nineffective to the extent of such invalidity,  illegality,  or unenforceability,\nwithout   affecting  in  any  way  the  remaining   provisions  hereof  in  such\njurisdiction or rendering that or any other provision of this Agreement invalid,\nillegal, or unenforceable in any other jurisdiction.\n\n         8.13 Expenses of Transactions. All fees, costs and expenses incurred by\nMirant and  Buyers in  connection  with the  transactions  contemplated  by this\nAgreement  shall be borne by Mirant and Buyers and all fees,  costs and expenses\nincurred  by  Stockholder  or del  Caribe in  connection  with the  transactions\ncontemplated  by  this  Agreement  shall  be  borne  by  the  Stockholder.   The\nStockholder or del Caribe shall be liable for any fees or commissions payable to\nCredit  Suisse First Boston  Corporation  in  connection  with the  transactions\ncontemplated  by this  Agreement  to the  extent  they  become due  pursuant  to\ncontractual arrangements made by or on behalf of the Stockholder.\n\n         8.14  Attorneys'  Fees.  If  Mirant,  either  Buyer  or  any  of  their\nAffiliates, successors or assigns brings any Action against the Stockholder, del\nCaribe or any of their Affiliates, successors or assigns, or if the Stockholder,\ndel Caribe or any of their  Affiliates,  successors or assigns brings any Action\nagainst Mirant, either Buyer or any of their Affiliates,  successors or assigns,\nin addition to any damages and costs which the prevailing  party otherwise would\nbe  entitled,  the  nonprevailing  party shall pay to the  prevailing  party its\nactual  attorneys'  fees and costs  incurred in bringing  and  prosecuting  such\nAction and\/or  enforcing  any Decision  granted  therein,  all of which shall be\ndeemed to have  accrued  on the  commencement  of such  Action and shall be paid\nwhether or not such action is prosecuted to a Decision.  Any Decision entered in\nsuch Action shall  contain a specific  provision  providing  for the recovery of\nattorneys' fees and costs incurred in enforcing such Decision.  For the purposes\nof this Section 8.14,  attorneys' fees shall include,  without limitation,  fees\nincurred in the following:  (a) postjudgment motions and collection actions; (b)\ncontempt  proceedings;  (c)  garnishment,   levy  and  debtor  and  third  party\nexaminations; (d) discovery; and (e) bankruptcy litigation. For purposes of this\nSection 8.14,  the  \"prevailing  party\" means the party who agrees to dismiss an\naction on the other party's  payment of the sum allegedly due or  performance of\nthe covenants allegedly breached, or who obtains substantially the relief sought\nby it. If there are multiple  claims,  the prevailing  party shall be determined\nwith respect to each claim  separately.  The prevailing party shall be the party\nwho has obtained the greater  relief in connection  with any  particular  claim,\nalthough,  with  respect to any  claim,  it may be  determined  that there is no\nprevailing party.\n\n         8.15     Waiver.\n\n                  (a) Whether or not expressly stated in this Agreement,  all of\nBuyers'  payment  obligations  under this  Agreement  are the joint and  several\nobligations of Mirant and Buyers.\n\n                  (b) Without in any manner  limiting the  obligations of Mirant\nor  either  Buyer  hereunder,  the  Stockholder  may,  subject  to the terms and\nconditions  hereof,  (i) accept partial  payments from Mirant or either Buyer on\naccount of the obligations;  (ii) create new indebtedness or renew,  compromise,\nextend,  increase,  accelerate and otherwise  change the time for payment of, or\notherwise  change the terms of, any of the  Transaction  Documents,  or any part\nthereof;  (iii) release or substitute Mirant or either Buyer, and otherwise deal\nwith Mirant or either Buyer as the  Stockholder may determine in accordance with\nthe terms hereof and applicable law; (iv) settle or release, either by agreement\nor by operation of law, Mirant or either Buyer; and (v) proceed directly against\nthe property of Mirant or either Buyer without  proceeding  against the other to\ncollect and recover the full amount of the  obligations or any portion  thereof,\nand Mirant and each Buyer waives any right to require the Stockholder to proceed\nagainst  the  other,  or pursue  any other  remedy  in the  Stockholder's  power\nwhatsoever.\n\n                  (c) Mirant and each Buyer hereby waives any defense arising by\nreason  of any  disability  or other  defense  of the  other or by reason of the\ncessation from any action of any kind against the other. The Stockholder may, at\nits election,  exercise any right or remedy it may have against Mirant or either\nBuyer  without  affecting  or  impairing  in any way the  liability of the other\nhereunder.   The  Stockholder's  rights  under  this  Agreement  and  the  other\nTransaction  Documents  will be  enforceable  without  regard  to the  validity,\nregularity or enforceability of the obligations of Mirant or either Buyer or any\ndocument evidencing the same.\n\n                  (d) Until all of the obligations  under this Agreement and the\nother  Transaction  Documents  have been fully and  finally  satisfied,  neither\nMirant nor either Buyer shall have any right of subrogation to any of the rights\nof the  Stockholder  against  Mirant or either  Buyer and  Mirant and each Buyer\nwaives any right to  enforce  any remedy  which the  Stockholder  now has or may\nhereafter have against Mirant or either Buyer.\n\n                  (e)  Mirant and each  Buyer  waives  all  rights and  defenses\narising  out of an election  of  remedies  by the  Stockholder  even though that\nelection  of  remedies  has  destroyed  Mirant's  or  either  Buyers'  rights of\nsubrogation, reimbursement and\/or contribution against the other.\n\n         8.16  Further  Assurances.  Upon the  reasonable  request of a party or\nparties  hereto at any time after the Closing  Date,  the other party or parties\nshall  forthwith  execute and deliver such further  instruments  of  assignment,\ntransfer,  conveyance,   endorsement,   direction  or  authorization  and  other\ndocuments  as the  requesting  party  or  parties  or its or their  counsel  may\nreasonably request in order to effectuate the purposes of this Agreement.\n\n         8.17  Counterparts.  Facsimile  transmission  of  any  signed  original\ndocument and\/or  retransmission  of any signed  facsimile  transmission  will be\ndeemed the same as delivery  of an  original.  At the request of any party,  the\nparties  will confirm  facsimile  transmission  by signing a duplicate  original\ndocument. This Agreement may be executed in counterparts, each of which shall be\ndeemed  an  original,  but all of which  shall  constitute  but one and the same\ninstrument.\n\n                        [The remainder of this page has been  intentionally left\nblank; signature page follows.]\n\n\n\n\n\n\n\n                                       S-2\n\n\n         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this\nAgreement as of the date first written above.\n\n                       MIRANT:\n\n                       Mirant Corporation,\n                       a Delaware corporation\n\n                       By:                                                      \n                                ------------------------------------------------\n\n                       Name:                                                    \n                                ------------------------------------------------\n\n                       Title:                                                   \n                                ------------------------------------------------\n\n                       BUYER 1:\n\n                       Mirant EcoElectrica Investments I, Ltd.,\n                       a British Virgin Islands limited liability company\n\n                       By:                                                      \n                                ------------------------------------------------\n\n                       Name:                                                    \n                                ------------------------------------------------\n\n                       Title:                                                   \n                                ------------------------------------------------\n\n                       BUYER 2:\n\n                       Mirant EcoElectrica Finance, Ltd.,\n                       a British Virgin Islands limited liability company\n\n                       By:                                                      \n                                ------------------------------------------------\n\n                       Name:                                                    \n                                ------------------------------------------------\n\n                       Title:                                                   \n                                ------------------------------------------------\n\n                       THE STOCKHOLDER:\n\n                       Edison Mission Energy,\n                       a California corporation\n\n                        By:                                                     \n                                 -----------------------------------------------\n\n                        Name:                                                   \n                                 -----------------------------------------------\n\n                        Title:                                                  \n                                 -----------------------------------------------\n\n\n\n\n\n\n\n                        DEL CARIBE:\n\n                        EME del Caribe,\n                        an entity organized under the laws of the Cayman Islands\n\n                        By:                                                     \n                                 -----------------------------------------------\n\n                        Name:                                                   \n                                 -----------------------------------------------\n\n                        Title:                                                  \n                                 -----------------------------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                   SCHEDULE 1\n\n                                  THE FACILITY\n\nEcoElectrica Penuelas, Puerto Rico\n\n\n\n\n\n\n\n                  2\n\n\n\n\n\n\n\n\n\n                                   SCHEDULE 2\n\n                               DISCLOSURE SCHEDULE\n\n         The following are exceptions to the  representations  and warranties of\nthe  Stockholder  contained  in  that  certain  Stock  Purchase  Agreement  (the\n\"Agreement\") by and among Edison Mission Energy, a California  corporation;  EME\ndel Caribe,  an entity  organized under the laws of the Cayman  Islands;  Mirant\nCorporation, a Delaware corporation (\"Mirant\");  Mirant EcoElectrica Investments\nI, Ltd., a British  Virgin Islands  limited  liability  company  (\"Buyer 1\") and\nwholly-owned,  indirect subsidiary of Mirant; Mirant EcoElectrica Finance, Ltd.,\na British Virgin Islands limited liability  company and  wholly-owned,  indirect\nsubsidiary  of  Mirant.  All  capitalized  terms used  herein and not  otherwise\ndefined shall have the meanings ascribed to them in the Agreement.  The numbered\nschedules  contained in these  Disclosure  Schedules  correspond  to the section\nnumbers in the  Agreement;  provided,  however,  that any item  disclosed in any\nparticular schedule contained in these Disclosure  Schedules shall constitute an\nexception to all other  representations  or warranties  made in the Agreement to\nwhich such item applies.\n\n\n\n\n\n\n\n                                  SCHEDULE 2.3\n\n              Ownership of Capital Stock and Partnership Interests\n\n\nThe Partnership Interests are pledged pursuant to that certain Credit Agreement,\ndated  October  31,  1997  and as  amended,  with  ABN AMRO  Bank  N.V.,  as the\nadministrative agent.\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 2.5\n\n                               Assets and Permits\n\n\n1.   Shareholder's  Agreement,  dated  December 10, 1997 and as amended,  by and\n     between del Caribe, Eco Holdings and Buenergia Gas &amp; Power, Ltd.\n\n2.   Administrative  Services  Agreement,  dated October 31, 1997,  with EME del\n     Caribe (as  successor  in  interest to KES Bermuda  Inc.,  effective  as of\n     December 23, 1998).\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 2.6\n\n                              Financial Statements\n\n\n     The  following financial statements are attached:\n\n1.   An unaudited balance sheet of del Caribe as of December 31, 2000.\n\n2.   An audited  balance sheet of the  Partnership  as of December 31, 1999, and\n     related  audited  statements  of  income  and cash  flows for the year then\n     ended.\n\n3.   An audited  balance sheet of the  Partnership  as of December 31, 2000, and\n     related  audited  statements  of  income  and cash  flows for the year then\n     ended.\n\n4.   An actual unaudited balance sheet of del Caribe as of May 31, 2001.\n\n5.   A pro forma unaudited balance sheet of del Caribe as of May 31, 2001.\n\n6.   An unaudited  balance  sheet of the  Partnership  as of May 31,  2001,  and\n     related  unaudited  statements of income and cash flows for the  five-month\n     period then ended.\n\n\n\n-----Forty-five  pages of financial  statements  omitted pursuant to the request\nfor   confidential   treatment   submitted  to  the   Securities   and  Exchange\nCommission-----\n\n\n\n\n\n\n\n                                  SCHEDULE 2.7\n\n                              Third Party Consents\n\n\n         Unless the prior  written  consent or waiver of the other party to each\nof the following  contracts is obtained,  the  consummation of the  transactions\ncontemplated  by the  Agreement  may  violate,  result in a material  breach of,\nconstitute a material default or cause a material obligation,  penalty,  premium\nor right of termination to arise or accrue under the following contracts:\n\n1.   If  Buyer  1 is a  utility  or a  utility  affiliate,  Power  Purchase  and\n     Operating Agreement,  dated March 10, 1995 and as amended, with Puerto Rico\n     Electric Power Authority.\n\n2.   Credit Agreement, dated October 31, 1997 and as amended, with ABN AMRO Bank\n     N.V., as the administrative agent.\n\n3.   Master Guarantee and Support Instrument,  dated December 23, 1998, with ABN\n     AMRO Bank N.V. and The Chase Manhattan Bank.\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 2.8\n\n                      Governmental and Third Party Consents\n\n\n1.   Filing with Office of Industrial Tax Exemption of Puerto Rico,  request for\n     approval of transfer of Partnership Tax exemption.\n\n2.   If Buyer 1 is a utility or a utility affiliate,  Puerto Rico Electric Power\n     Authority waiver of requirement under the Power Purchase Agreement that the\n     Partnership  maintain  Qualifying  Facility  status with respect to utility\n     ownership level.\n\n3.   See Schedule 2.7. \n\n\n\n\n\n\n\n                                  SCHEDULE 2.9\n\n                                   Litigation\n\n\n         ----------\n\n1.       ----------\n\n\n\n2.       ----------\n\n\n\n3.       ----------\n\n\n\n4.       ----------\n\n\n\n5.       ----------\n\n\n\n6.       ----------\n\n\n\n7.       ----------\n\n\n\n\n\n\n\n                                  SCHEDULE 2.10\n\n                                    Contracts\n\n\n1.   First Amended and Restated Limited  Partnership  Agreement,  dated December\n     10, 1997 and as amended, of EcoElectrica, L.P.\n\n2.   Power  Purchase  and  Operating  Agreement,  dated  March  10,  1995 and as\n     amended, with The Puerto Rico Electric Power Authority.\n\n3.   Water Supply  Agreement,  dated May 6, 1997,  with the Puerto Rico Aqueduct\n     and Sewer Authority and Puerto Rico Electric Power Authority.\n\n4.   LNG Sales  Agreement,  dated July 31, 1997  together  with  various  letter\n     agreements related thereto, with Cabot LNG Corporation.\n\n5.   LNG Tolling  Services  Agreement,  dated  October 31, 1997,  with Enron LNG\n     Power (Atlantic) Ltd. and Tolling  Counterparty  Payment  Guarantee,  dated\n     October 31, 1997.\n\n6.   LPG Storage and Services Agreement, dated October 21, 1997, with ProCaribe.\n\n7.   Operations,  Maintenance and Fuel Management  Agreement,  dated October 31,\n     1997, with El Puerto Rico Operations, Inc.\n\n8.   Marine  Facilities  Agreement,  dated  April 1, 1996,  with the Puerto Rico\n     Ports Authority.\n\n9.   Credit Agreement, dated October 31, 1997 and as amended, with ABN AMRO Bank\n     N.V., as the administrative agent.\n\n10.  Subordinated  Reimbursement  Agreement,  dated  October 31, 1997,  with The\n     Chase Manhattan Bank.\n\n11.  Administrative  Services  Agreement,  dated October 31, 1997,  with EME del\n     Caribe (as  successor  in  interest to KES Bermuda  Inc.,  effective  as of\n     December 23, 1998).\n\n12.  Amended and Restated Onshore Construction Contract,  dated October 31, 1997\n     and together with all applicable change orders,  with Enron Power I (Puerto\n     Rico), Inc.\n\n13.  Amended and Restated Offshore Supply Agreement,  dated October 31, 1997 and\n     together  with  all  applicable   change  orders,   with  Enron   Equipment\n     Procurement Company.\n\n14.  KESI  Subordinated  Promissory Note, dated December 15, 1997, with Kenetech\n     Energy  Services,  which was  assigned  to the  Stockholder  pursuant to an\n     Assignment and Assumption Agreement, dated December 23, 1998, with KESI.\n\n15.  EDC  Subordinated  Promissory  Note,  dated  December 15, 1997,  with Enron\n     Development Corp.\n\n16.  ISDA Master Agreement,  dated October 31, 1997 together with all applicable\n     confirmation letters, between Banque Paribas and EcoElectrica, L.P.\n\n17.  Collective Bargaining Agreement negotiated with United Steelworkers.\n\n18.  See Schedule 4.3 hereto and  Schedule  4.3 to that certain  Stock  Purchase\n     Agreement,  of even date herewith,  among Enron Asset Holdings, LLC, Mirant\n     EcoElectrica  Investments I, Ltd., Mirant  EcoElectrica  Finance and Mirant\n     Corporation with respect to guarantees relating to the Partnership.\n\n19.  See Schedule 2.9 ----------.\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 2.13\n\n                              Environmental Matters\n\n\n1.   Notice of Violation: On April 5, 2000, the Partnership received a Notice of\n     Violation  (the  \"NOV\")  from the United  States  Environmental  Protection\n     Agency Region II (the \"EPA\"). The NOV alleges various violations of the PSD\n     permit  issued to the  Partnership  on  October 1,  1996,  authorizing  the\n     construction and operation of the project, including (i) failure to install\n     a  SCR  system  prior  to  February  13,  2000;  (ii)  failure  to  conduct\n     performance  testing  of each of the two  combustion  gas  turbines;  (iii)\n     causing excess  emissions of NOX; (iv) failure to operate a CEMS to measure\n     and record NOX  concentrations  prior to November 12, 1999; and (v) failure\n     to submit a written  excess  emissions  report to the EPA within 30 days of\n     the end of the calendar quarter.\n\n     ----------\n\n2.   Compliance Order: On April 10, 2000, the Partnership  received a Compliance\n     Order from the EPA, ordering that the Partnership (i) within 10 days of the\n     date of  receipt,  submit  to EPA  all  initial  notifications  for the gas\n     turbine  and duct  burners  required  pursuant  to ss.60.7  of the  General\n     Provisions  of the NSPS;  (ii)  within 10 days of  receipt  submit to EPA a\n     schedule of when the initial  performance  tests will be  conducted;  (iii)\n     provide EPA at least 30 days prior notice of any performance tests that are\n     scheduled;  (iv) provide a written report of the results of the performance\n     test to the EPA within 15 days after completion of such test and (v) comply\n     at all times with the  requirements  of 40 C.F.R.  Part 60, Subparts Db and\n     Subpart GG. The  Partnership  is working with the EPA regarding the testing\n     and is complying with the Compliance Order.\n\n3.   Compliance   Order:   On  May  15,  2000,  the   Partnership   received  an\n     Administrative  Compliance  Order  (\"ACO\") from the Region 2 Offices of the\n     USEPA  located in New York.  The order was based on the NPDES permit issued\n     to the Partnership on January 16, 1997,  becoming effective on June 1, 1997\n     and expiring on May 31, 2002.  There are four permitted  outfalls.  The ACO\n     alleged  permit  violations  ordering  the  Partnership  to comply with the\n     monitoring  and  reporting  requirements  of the permit for Free  Available\n     Chlorine.  In addition,  the ACO required  that an Action Plan be submitted\n     and  instituted  that would  address  effluent  limitations  re:  Dissolved\n     Oxygen, pH and Total Suspended Solids as well as the sampling and reporting\n     provisions of the permit. On February 21, 2001, the Partnership  received a\n     letter from the Region 2 Office of the USEPA informing the Partnership that\n     the ACO had been \"closed-out.\"\n\n\n\n4.   ----------\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 2.16\n\n                                  Distributions\n\n         No distributions have been made in 2001.\n\n\n\n\n\n\n\n                                  SCHEDULE 3.4\n\n                              GOVERNMENTAL CONSENTS\n\n         FUCO filing with the Securities and Exchange Commission.\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 4.3\n\n                             GUARANTEED INDEBTEDNESS\n\n\n1.   Master Guarantee and Support Instrument, dated December 23, 1998 (including\n     all  supplements  thereunder),  with  ABN  AMRO  Bank  N.V.  and The  Chase\n     Manhattan Bank.\n\n2.   Guarantee  Assumption  Agreement,  dated December 23, 1998. The Partnership\n     entered into an Option to Purchase Agreement with Union Carbide Caribe Inc.\n     (\"UCCI\") under which the Partnership  agreed to indemnify UCCI with respect\n     to certain post-closing activities (property damage or personal injury) and\n     environmental  contamination  on the plant site. This indemnity  obligation\n     was  guaranteed  by Enron Power Corp.  and Kenetech  Energy  Systems  Inc.,\n     (\"KES\")  pursuant  to  a  Guaranty  dated  November  25,  1997  (the  \"UCCI\n     Guaranty\").\n\n\n\n\n\n\n\n\n\n                           SCHEDULE 5.7     Partnership Effect\n\n\n--------------------------------------------------------------------------------\n\n                                          ----------               Corresponding\n                                          ----------        Parartnership Effect\n\n--------------------------------------------------------------------------------\n\n\n\n\n----------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n\n\n----------\n\n\n\n\n\n\n\n\n\n                                  SCHEDULE 8.1\n\n                             PERSONS WITH KNOWLEDGE\n\n\n                  1.       Phil Herrington\n\n\n\n                  2.       Pete Wilkens\n\n\n\n                  3.       Ronald Muse\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7411,8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9622,9627],"class_list":["post-43667","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-international","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43667","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43667"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43667"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43667"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43667"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}