{"id":43671,"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-enron-asset-holdings-llc-mirant.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-enron-asset-holdings-llc-mirant","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-enron-asset-holdings-llc-mirant.html","title":{"rendered":"Stock Purchase Agreement &#8211; Enron Asset Holdings LLC, Mirant EcoElectrica Investments I Ltd., Mirant EcoElectric Finance Ltd. and Mirant Corp."},"content":{"rendered":"<pre>                            Stock Purchase Agreement\n\n\n\n                                  by and among\n\n\n\n                           Enron Asset Holdings, LLC,\n\n\n\n                     Mirant EcoElectrica Investments I, Ltd.\n\n\n\n                        Mirant EcoElectrica Finance, Ltd.\n\n\n\n                                       and\n\n\n\n                               Mirant Corporation\n\n\n\n\n\n\n\n                            Dated as of July 25, 2001\n\n\n\n\n\n\n\n\n\n\n\nSchedules\n\nSchedule 1                 The Facility\nSchedule 2                 Disclosure Schedules\nSchedule 2.2               The Holding Subsidiaries\nSchedule 2.3               Pledge of Partnership Interests\nSchedule 2.5               Miscellaneous Contracts\nSchedule 2.6               Financial Statements\nSchedule 2.7               No Conflict or Violation\nSchedule 2.8               Governmental and Third Party Consents\nSchedule 2.9               Litigation\nSchedule 2.10              Material Contracts\nSchedule 2.13              Environmental Matters\nSchedule 2.16              Distributions\nSchedule 3.4               Governmental Consents\nSchedule 4.2               Restructuring Activities\nSchedule 4.3               Guaranteed Indebtedness\nSchedule 4.4               Insurance Obligations\nSchedule 5.7               Partnership Effect Determination\nSchedule 8.1               Other Assets\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  Enron  Asset  Holdings,  LLC,  a Delaware  limited  liability\ncompany  (the  \"Stockholder\");   Mirant  Corporation,   a  Delaware  corporation\n(\"Mirant\");  Mirant  EcoElectrica  Investments I, Ltd., a British Virgin Islands\nlimited  liability  company  (\"Buyer\") and wholly-owned  indirect  subsidiary of\nMirant; and Mirant EcoElectrica Finance,  Ltd., a British Virgin Islands limited\nliability company (\"Note Buyer\") and wholly-owned indirect subsidiary of Mirant.\nCapitalized terms used in this Agreement not otherwise defined have the meanings\nascribed to them in Section 8.1 hereof.\n                    -----------\n\n     A. Enron LNG Power  (Atlantic)  Ltd., a Cayman  Islands  limited  liability\ncompany (the \"Company\"), owns an indirect equity interest in EcoElectrica, LP, a\nBermuda limited  partnership  (the  \"Partnership\"),  and the Partnership  owns a\npower  plant  located in Puerto  Rico,  as set forth on  Schedule 1 hereto  (the\n\"Facility\").                                              ----------\n\n     B. The Stockholder  directly owns all of the issued and outstanding  shares\nof  Capital  Stock of the  Company,  as  described  in Section  2.3 hereof  (the\n\"Company Shares\").\n\n     C. The Stockholder  desires to sell to Buyer and Note Buyer,  and Buyer and\nNote Buyer desire to purchase from the  Stockholder,  all of the Company  Shares\nand certain other assets, respectively, on the terms and conditions set forth in\nthis Agreement.\n\n     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual\nrepresentations,  warranties and agreements set forth herein, and for other good\nand  valuable  consideration,  the receipt and  sufficiency  of which are hereby\nacknowledged, 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\n          --------------------------------\nAgreement,  at the closing of the  transactions  contemplated  by this Agreement\n(the \"Closing\"), (A) the Stockholder shall (i) sell the Company Shares and cause\nits  Affiliates  to sell the Other Assets to Buyer,  (ii) cause its Affiliate to\nassign the OMFM Agreement to Buyer,  and (iii) cause its Affiliate to assign the\nSubordinated  Note to Note Buyer;  (B) Buyer shall, and Mirant shall cause Buyer\nto, (i) purchase from the  Stockholder,  the Company Shares,  (ii) purchase from\nthe  Stockholder's  Affiliates  the  Other  Assets,  and (iii)  assume  from the\nStockholder's  Affiliate,  the OMFM  Agreement;  and (C) Note Buyer  shall,  and\nMirant shall cause Note Buyer to, purchase from the Stockholder's  Affiliate the\nSubordinated Note.\n\n     1.2  Purchase  Price.  The  purchase  price  for the  Company  Shares,  the\n          ---------------\nSubordinated Note, the Other Assets and the OMFM Agreement shall be an aggregate\nof (i) two hundred and sixty six million U.S. dollars  ($266,000,000),  less the\naggregate amount of the  Distributions,  plus (ii) 50% of the amount of interest\n\n\n\nthat  accrues on the  Subordinated  Note after May 31, 2001  through the Closing\nDate (provided  that such 50% of such interest  accrual shall not exceed $90,000\nper month), plus (iii)----------------------------------------------------------\n(the \"Purchase Price\"), in immediately available funds.\n\n     1.3 Closing.  Subject to Section 1.4 hereof, the Closing will take place at\n         -------\nthe offices of Gibson,  Dunn &amp; Crutcher  LLP, 200 Park Avenue,  New York,  NY 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 of the\n          ----------------------\nconditions  set forth in Article 6 hereof have either been  satisfied or, in the\ncase of conditions not satisfied, waived in writing by the party entitled to the\nbenefit of such conditions:\n\n                  (a)  the  Stockholder  shall  (i)  deliver  to  Buyer  or  its\ndesignees  stock  certificates,  duly endorsed in blank (or  accompanied by duly\nexecuted stock powers),  representing the Company Shares,  (ii) deliver to Buyer\nor its designees an executed  Assignment  and Assumption  Agreement  pursuant to\nSection 4.5 hereof, and (iii) deliver to Note Buyer the Subordinated Note.\n\n                  (b) Buyer and Note Buyer  shall,  and Mirant shall cause Buyer\nand Note Buyer to, in accordance  with the  Stockholder's  duly  authorized wire\ntransfer or other payment instructions,  (i) pay to the Stockholder the Purchase\nPrice, and (ii) deliver to the Stockholder an executed Assignment and Assumption\nAgreement  pursuant to Section 4.5 hereof. The Purchase Price shall be allocated\namong the Company Shares,  the OMFM  Agreement,  the  Subordinated  Note and the\nOther Assets in accordance with Section 4.9 hereof.\n\n\n\n                                    ARTICLE 2\n                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER\n\n     Each  representation  and warranty contained in this Article 2 is qualified\nby the disclosures made in the Disclosure  Schedules  attached hereto as part of\nSchedule 2. This Article 2 and the Disclosure  Schedules  shall be read together\nas an integrated provision. Except as set forth on the Disclosure Schedules, the\nStockholder  hereby makes the  representations  and  warranties  to Buyer as set\nforth below.\n\n     2.1 Organization and Good Standing.  The Stockholder is a limited liability\n         ------------------------------\ncompany duly organized,  validly existing and in good standing under the laws of\nthe State of Delaware. The Company 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 is in good\nstanding under the laws of the jurisdiction of Bermuda.  The Company and, to the\nknowledge of the Stockholder,  the Partnership are duly qualified to do business\nand in good  standing  in every  jurisdiction  in  which  the  character  of the\nproperties owned or leased by them or the nature of the businesses  conducted by\nthem makes such qualification necessary, except where failure to be so qualified\nwould not have a Material  Adverse  Effect.  Complete and accurate copies of the\n                                       2\n\n\ncharter  documents  and  bylaws  of  the  Company  and  the   organizational  or\npartnership  documents of the  Partnership,  with all amendments  thereto to the\ndate hereof, have been furnished to Buyer or its representatives.\n\n     2.2 Identification of the Holding Subsidiaries.\n         ------------------------------------------\n\nThe Holding  Subsidiaries  are  identified  and defined on Schedule 2.2 attached\nhereto.  The Company  directly or indirectly  owns those  outstanding  shares of\nCapital  Stock  of the  Holding  Subsidiaries,  Eco  Holdings  and Eco  Ltd.  as\ndescribed  in Section 2.3 below.  Eco  Holdings  and Eco Ltd.  directly  own the\nPartnership Interests in the Partnership as described in Section 2.3 below.\n\n     2.3  Capitalization  of,  and  Ownership  in,  the  Company,   the  Holding\n          ----------------------------------------------------------------------\nSubsidiaries, Eco Holdings, Eco Limited and the Partnership.\n-----------------------------------------------------------\n\n                  (a) The Company.  The authorized  capital stock of the Company\n                      ----------- \nconsists of 50,000 Ordinary shares,  par value $1.00 per share,  10,900 of which\nare issued and outstanding (the \"Company Shares\").  The Stockholder has good and\nvalid title to, and sole record and beneficial ownership of, the Company Shares.\n\n                  (b) The Holding Subsidiaries. (i) The authorized capital stock\n                      ------------------------ \nof LNGP VI consists of 2,000 shares Class A1 (Voting) Ordinary shares, par value\n$1.00 per share, all of which are issued and outstanding.  The shares of LNGP VI\nreferenced  above are  collectively  referred to herein as the \"LNGP VI Shares\".\nThe  Company  has good and  valid  title  to,  and sole  record  and  beneficial\nownership of, the LNGP VI Shares.\n\nThe  authorized  capital  stock of LNGP VI also  consists of (X) 1,500 shares of\nClass B2 (Non-Voting)  Ordinary shares,  par value $1.00 per share, all of which\nare issued and  outstanding,  (Y) 35,000 shares of Preference  shares,  par vale\n$1.00 per share, all of which are issued and outstanding,  and (Z) 500 shares of\nClass A2 (Voting)  Ordinary shares,  par value $1.00 per share, all of which are\nissued and outstanding.\n\n                  (ii) The  authorized  capital stock of LNGP IV consists of (A)\n4,400,000  Ordinary  shares,  par value  $.01 per  share,  of which one share is\nissued and outstanding, and (B) 2,200,000 shares of Preference shares, par value\n$.01 per share,  of which zero  shares  are issued and  outstanding.  The shares\nreferenced in clause (A) above are collectively  referred to herein as the \"LNGP\nIV  Shares\").  The  Company  has good and valid  title to,  and sole  record and\nbeneficial ownership of, the LNGP IV Shares.\n\n                  (iii) The authorized capital stock of LNGP I consists of Class\nA membership interests and Class B membership interests, all of which are issued\nand  outstanding.  The  Company has good and valid title to, and sole record and\nbeneficial ownership of, the Class A membership interests (the \"LNGP I Shares\"),\nrepresenting  .01% of the total issued and outstanding  membership  interests of\nLNGP I. LNGP II has good and valid  title to,  and sole  record  and  beneficial\nownership of, the Class B membership interests,  representing 99.9% of the total\nissued  and  outstanding  membership  interests  of LNGP I.  LNGP II is also the\nmanaging member of LNGP I.\n                                       3\n\n\n                  (iv) The  authorized  capital  stock of LNGP III  consists  of\nClass A membership interests and Class B membership interests,  all of which are\nissued and outstanding  (collectively,  the \"LNGP III Shares\"). LNGP VI has good\nand valid title to, and sole  record and  beneficial  ownership  of, the Class A\nmembership  interests,  representing  25% of the total  issued  and  outstanding\nmembership  interests of LNGP III.  LNGP VI is also the managing  member of LNGP\nIII.  LNGP I has  good and  valid  title  to,  and sole  record  and  beneficial\nownership of, the Class B membership  interests,  representing  75% of the total\nissued and outstanding membership interests of LNGP III.\n\n                  (v) The authorized capital stock of LNGP II consists of 30,000\nOrdinary  units  and  105,000  Preference  units,  all of which are  issued  and\noutstanding. LNGP IV has good and valid title to, and sole record and beneficial\nownership of, the 30,000 outstanding Ordinary units (the \"LNGP II Shares\").\n\n                  (vi)  The  authorized   capital  stock  of  BGPL  consists  of\n1,000,000  Ordinary  shares,  par value  $1.00 per  share,  100,100 of which are\nissued and outstanding  (the \"BGPL  Shares\").  LNGP III has good and valid title\nto, and sole record and beneficial ownership of, the BGPL Shares.\n\nCollectively,  the LNGP VI Shares,  the LNGP IV Shares,  the LNGP I Shares,  the\nLNGP  III  Shares,  the LNGP II  Shares,  and the BGPL  Shares  are  hereinafter\nreferred to as the \"Holding Subsidiary Shares\".\n\n                  (c) Eco  Holdings  and Eco Ltd..  (i) The  authorized  capital\n                      ---------------------------\nstock of Eco  Holdings  consists of (A)  500,000,000  shares of Class A Ordinary\nshares,  par value $.01 per share, 100 of which are issued and outstanding,  and\n(B) 500,000,000 shares of Class B Ordinary shares, par value $.01 per share, 100\nof which are issued and outstanding.  The shares  referenced in clause (A) above\nare collectively  referred to herein as the \"Eco Holdings Shares\". BGPL has good\nand valid  title to,  and sole  record  and  beneficial  ownership  of,  the Eco\nHoldings Shares.\n\n                  (ii) The  authorized  capital stock of  Eco Ltd.  consists  of\n500,000,000  Ordinary  shares,  par value $.01 per share,  one share of which is\nissued  and  outstanding  (the  \"Eco  Ltd.  Shares\").  To  the  knowledge of the\nStockholder,  Eco  Holdings  has  good and  valid  title to, and sole record and\nbeneficial  ownership of, the Eco Ltd. Shares.\n\n                  (d) The  Partnership.  The  authorized  capital  stock  of the\n                      ----------------\nPartnership  consists of limited  partnership  interests and general partnership\ninterests,  all  of  which  are  issued  and  outstanding   (collectively,   the\n\"Partnership  Interests\").  Eco  Holdings  has good and valid title to, and sole\nrecord  and  beneficial   ownership  of,  the  limited  partnership   interests,\nrepresenting  99% of the total issued and outstanding  Partnership  Interests of\nthe  Partnership.  Eco Ltd.  has good and valid  title to,  and sole  record and\nbeneficial  ownership of, the general partnership  interest,  representing 1% of\nthe total issued and outstanding Partnership Interests of the Partnership.\n\n                  (e) Except as set forth on Schedule 2.3 attached  hereto,  all\n                                             ------------ \nof the Company Shares the Holding  Subsidiary  Shares,  the Eco Holdings Shares,\nand,  to the  knowledge  of the  Stockholders,  the  Eco  Ltd.  Shares  and  the\nPartnership Interests (i) are held free and clear of any claims, liens, pledges,\n                                       4\n\n\noptions, security interests,  trusts,  encumbrances of any person or entity, and\n(ii) are validly issued,  fully paid and  nonassessable.  Except as set forth on\nSchedule 2.7 attached  hereto,  neither the  Stockholder,  the Company,  nor the\nHolding Subsidiaries have granted, issued, or agreed to grant or issue any other\nequity  interests in the Company,  the Holding  Subsidiaries  or the Partnership\nother  than  those  referenced  above,  and  there are no  outstanding  options,\nwarrants,   subscription  rights,   securities  that  are  convertible  into  or\nexchangeable for any equity interests of the Company, the Holding  Subsidiaries,\nor to the knowledge the  Stockholder,  the  Partnership.  Except for the Holding\nSubsidiary  Shares,  the Eco  Holdings  Shares,  the  Eco  Ltd.  Shares  and the\nPartnership Interests,  the Company, does not directly or indirectly own, either\nof record or beneficially, any equity interest in any other entity.\n\n         2.4  Authorization  of  Agreement.  The  Stockholder  has all requisite\n              ----------------------------\ncorporate  power and  authority to enter into this  Agreement and to perform its\nobligations  hereunder.  This Agreement and the other Transaction Documents have\n(except for Transaction  Documents to be executed and delivered solely by Mirant\nand Buyer)  been duly and  validly  approved  by the board of  directors  of the\nStockholder  and no  other  proceedings  on the  part  of  the  Stockholder  are\nnecessary to approve this  Agreement  and to authorize  the  performance  by the\nStockholder of its obligations hereunder and thereunder.  This Agreement and the\nother  Transaction  Documents to be delivered by the Stockholder:  (a) have been\n(or  upon  execution  will  have  been)  duly  executed  and  delivered  by  the\nStockholder, and (b) constitute (or upon execution will constitute) legal, valid\nand binding obligations of the Stockholder,  enforceable against the Stockholder\nin accordance with their respective terms,  except as such enforceability may be\nlimited by the Bankruptcy Exception.\n\n         2.5 Assets and Permits.  Other than the contracts set forth on Schedule\n             ------------------                                         --------\n2.5, the Company and the Holding Subsidiaries are holding companies that conduct\n---  \nno material business except for the ownership of various interests  described in\nSection 2.3 hereof.  On the Closing Date,  other than the contracts set forth on\nSchedule 2.5, (a) the Company and the Holding  Subsidiaries  will not be a party\n------------\nto, or have any  material  obligations  under,  any material  contract;  (b) the\nproperty of the Company and the Holding  Subsidiaries will not be subject to, or\nbe bound by,  any  material  contract,  other than this  Agreement;  and (c) the\nCompany and the Holding  Subsidiaries will not have any material  liabilities or\nobligations (whether accrued, absolute, contingent or otherwise) or any material\nassets other than its  respective  Capital  Stock  interests  referenced in this\nAgreement.  There are no outstanding  agreements,  options or commitments of any\nnature  obligating the Company or the  Stockholder to transfer any of the assets\nof the Company or rights or interests  therein to any party. The Company and the\nPartnership  currently  own, lease or otherwise have the right to use all of the\nproperty  necessary for the conduct of their respective  businesses as currently\nconducted,  except  where the  absence of such  right  would not have a Material\nAdverse  Effect.  Except as set forth on  Schedule  2.13,  the  Company  and the\n                                          --------------          \nPartnership  have all  Licenses  necessary  for the conduct of their  respective\nbusinesses as currently  conducted,  except where the failure to obtain the same\nwould not have a Material Adverse Effect.\n\n         2.6      Financial Statements.\n                  --------------------\n\n                  (a)  Attached  as  Schedule  2.6 hereto  are (i) an  unaudited\n                                     -------------\nbalance sheet of the Company and an audited  balance sheet of the Partnership at\n                                       5\n\n\nDecember 31, 1999 and 2000,  and related  unaudited  consolidated  statements of\nincome and cash flows of the  Company  and audited  consolidated  statements  of\nincome and cash flows of the Partnership  for the years then ended;  and (ii) an\nunaudited  balance sheet of the Company and the  Partnership at May 31, 2001 and\nrelated consolidated  statements of income and cash flows of the Company and the\nPartnership for the five-month  period then ended (such statements  specified in\nclauses (i) and (ii), together with the related notes thereto, collectively, the\n\"Financial  Statements\").   The  Financial  Statements  have  been  prepared  in\naccordance with generally accepted accounting  principles  consistently applied,\nand fairly  present in all  material  respects  the  financial  condition of the\nCompany  and the  Partnership,  respectively,  as of the dates  thereof  and the\nresults of their operations for the periods covered thereby except,  in the case\nof Financial  Statements of the Company and the  Partnership at and for the five\nmonths  ended May 31,  2001,  for the  absence of notes and as  otherwise  noted\ntherein  and  subject to normal  recurring  year-end  adjustments.  Neither  the\nCompany nor the  Partnership has any liability or obligation  (whether  accrued,\nabsolute,  contingent or otherwise)  which,  individually  or in the  aggregate,\nwould have a Material Adverse Effect, other than (w) liabilities  reflected (but\nonly  to  the  extent  so  reflected)  or  reserved  against  in  the  Financial\nStatements,  (x) liabilities or obligations  that have arisen since May 31, 2001\nin the  ordinary  course  of  business,  none of which,  individually  or in the\naggregate,  would have a Material Adverse Effect, (y) liabilities or obligations\ndisclosed  herein or in any schedule  hereto,  or (z) liabilities or obligations\nincurred in accordance with the terms of this Agreement 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 2.5 and\n             ------------------------- \nSchedule 2.7 attached  hereto,  the execution,  delivery and  performance by the\nStockholder  of  this  Agreement  and  the  other  Transaction  Documents  to be\ndelivered by the  Stockholder  and the  performance  by the  Stockholder  of its\nobligations  hereunder  and  thereunder  do not and will  not:  (a)  violate  or\nconflict with any provision of the operating  agreement of the Stockholder,  the\ncharter documents or bylaws of the Company, or the partnership  agreement of the\nPartnership;  (b) violate any provision or requirement of any federal,  state or\nlocal law, statute,  judgment, order, writ, injunction,  decree, award, rule, or\nregulation of any Governmental Entity applicable to the Stockholder, the Company\nor, to the knowledge of the Stockholder, the Partnership,  except for violations\nthat would not have a  Material  Adverse  Effect;  (c)  violate in any  material\nrespect, result in a material breach of, constitute (with due notice or lapse of\ntime or both) a material  default  or cause any  material  obligation,  penalty,\npremium or right of  termination  to arise or accrue under,  any  Contract;  (d)\nresult in the creation or imposition of any material lien, charge or encumbrance\nof any kind whatsoever upon any of the properties or assets of the  Stockholder,\nthe Company or, to the knowledge of the  Stockholder,  the  Partnership,  except\nwhere the creation of any such liens would not have a Material  Adverse  Effect;\nor (e) result in the cancellation, modification, revocation or suspension of any\nLicense,  except  where  the loss of such  Licenses  would  not have a  Material\nAdverse Effect.\n\n         2.8 Governmental and Third-Party Consents. Except for filings, permits,\n             -------------------------------------\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  of this\n                                       6\n\n\nAgreement and the other  Transaction  Documents  required to be delivered by the\nStockholder  or the  consummation  of the  transactions  contemplated  hereby or\nthereby,  except to the extent specified on Schedule 2.8 or where the failure to\nobtain  such  permits,  authorizations,  consents or  approvals  or to make such\nfilings or give such notices would not, individually or in the aggregate, have a\nMaterial Adverse Effect.\n\n         2.9 Litigation. Except with respect to Tax matters (which are addressed\n             ---------- \nin Section 2.12), Schedule 2.9 of the Disclosure Schedule lists (a) each action,\nsuit,  claim or  proceeding  (including,  but not  limited  to, any  arbitration\nproceeding) pending or, to the knowledge of the Stockholder, threatened, and (b)\neach  investigation  which, to the knowledge of the  Stockholder,  is pending or\nthreatened,  against the  Company or the  Partnership,  at law or in equity,  or\nbefore or by any  Governmental  Entity  which,  if  determined  adversely to the\nCompany or the Partnership,  would have a Material Adverse Effect.  For purposes\nof the preceding  sentence,  no  representation  is made with respect to (i) any\nproceeding  before  any  Governmental  Entity  initiated  by the  Company or the\nPartnership  in which the Company 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  the  Company  or the  Partnership  is an\nintervener,   and  the  subject  matter  of  such  intervention  is  of  general\napplicability  to  similarly-situated  parties.  Neither  the  Company  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\n              ---------   -------------\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              ------------------------------\n(which  are  addressed  in  Section  2.12) and  Environmental  Laws  (which  are\naddressed in Section 2.13), the operations of the Company,  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 the\nCompany  and  the  Partnership  or  their  respective   assets,   properties  or\noperations,  except in any case where the failure to so conduct their operations\nwould not have a Material  Adverse  Effect.  Except with  respect to Tax matters\n(which are  addressed  in Section  2.12) and  environmental  matters  (which are\naddressed  in  Section  2.13),   the  Company  and,  to  the  knowledge  of  the\nStockholder,  the  Partnership  have not  received  any  notice of any  material\nviolation of any such law, regulation, order or other legal requirement, and are\nnot in  material  default  with  respect to any order,  writ,  judgment,  award,\n                                       7\n\n\ninjunction or decree of any  Governmental  Entity,  applicable to the Company or\nthe Partnership or any of their respective assets, properties or operations.\n\n         2.12     Tax Matters.\n                  -----------\n\n                  (a) The Company, the Holding Subsidiaries,  Eco Holdings,  Eco\nLtd. and the  Partnership  (each, a \"Taxpayer\")  has filed on a timely basis all\nTax returns  required to be filed by a Taxpayer on or prior to the date  hereof,\nexcept where such instance of  non-compliance  would not have a Material Adverse\nEffect. As of the time of filing, the foregoing Tax returns of the Company,  and\nthe Partnership were true and complete in all material respects.\n\n                  (b) With respect to all Taxes  imposed on each Taxpayer in any\ntaxable  period or portion  of a period  ending on or before  the  Closing  Date\n(other than Taxes with respect to activities, events and elections of the Buyer,\nthe Holding  Subsidiaries,  Eco Holdings,  Eco Ltd., the  Partnership  and their\nAffiliates  on or after the  Closing),  all such  Taxes  required  to be paid to\ntaxing  authorities  reflected on such returns on or before the date hereof have\nbeen paid,  except such Taxes,  if any,  as are being  contested  in good faith,\nTaxes  which are not yet due and  payable  or are  assumed  by Buyer  under this\nAgreement.  The  Taxpayers  have  complied  with  all Tax  laws in all  material\nrespects.\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,  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\n due and  payable) on any of the assets of any Taxpayer.\n\n         2.13     Environmental Matters.  Subject  to the  matters set  forth on\n                  ---------------------\nSchedule 2.13 attached hereto:\n-------------\n\n                  (a) The Company and, to the knowledge of the Stockholder,  the\nPartnership comply in all material respects with all Environmental Laws and have\nobtained and maintained in effect all Environmental  Permits and are in material\ncompliance with all such Environmental Permits.\n\n                  (b)  Neither  the  Company  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\n                                       8\n\n\nconsent  decrees or other  agreements  in effect  that  relate to  environmental\nconditions in, on, under,  about or related to the Company,  the  Partnership or\ntheir respective operations or the real properties leased or owned by them.\n\n         2.14  Insurance.  Each of the  Company  and,  to the  knowledge  of the\n               ---------\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\n               -------\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.\n\n         2.16  Distributions.  Neither the  Stockholder,  the  Companies nor the\n               -------------\nHolding  Subsidiaries  has  received a cash  distribution  from the  Partnership\npursuant  to the  Partnership  Agreement  after  January  1, 2001 other than the\ndistributions,  if any, listed on Schedule 2.16 (the \"Distributions\").  The term\n\"Distributions\" does not include,  among other matters,  payments or obligations\narising independently under any other contract or agreement.\n\n\n\n                                    ARTICLE 3\n         REPRESENTATIONS AND WARRANTIES OF MIRANT, BUYER AND NOTE BUYER\n\n         Mirant,  Buyer and Note Buyer  represent and warrant to the Stockholder\nthat:\n\n         3.1 Organization and Corporate Authority. Mirant is a corporation,  and\n             ------------------------------------\nBuyer  and Note  Buyer  are  limited  liability  companies,  in each  case  duly\norganized,  validly  existing  and in good  standing  under  the  laws of  their\nrespective  jurisdictions or organization and have all requisite corporate power\nand authority to enter into this Agreement and the other  Transaction  Documents\nand to perform  their  respective  obligations  hereunder and  thereunder.  This\nAgreement  and the other  Transaction  Documents to be executed and delivered by\nMirant,  Buyer and Note Buyer:  (a) have been (or upon execution will have been)\nduly  executed  and  delivered  by Mirant,  Buyer and Note Buyer;  (b) have been\neffectively authorized by all necessary action,  corporate or otherwise,  and no\nother  proceedings  on the part of Mirant,  Buyer or Note Buyer are necessary to\nauthorize  the  performance  of  their  respective   obligations  hereunder  and\nthereunder;  and (c) constitute (or upon execution will constitute) legal, valid\nand binding  obligations  of Mirant,  Buyer and Note Buyer  enforceable  against\nMirant,  Buyer and Note Buyer in accordance with their respective terms,  except\nas such enforceability may be limited by the Bankruptcy Exception.\n\n         3.2 No Conflict or Violation.  The execution,  delivery and performance\n             ------------------------\nby Mirant,  Buyer and Note  Buyer of this  Agreement  and the other  Transaction\nDocuments to be executed and  delivered by Mirant,  Buyer and Note Buyer and the\nperformance  by  Mirant,  Buyer and Note Buyer of their  respective  obligations\nhereunder and thereunder,  do not and will not: (a) violate or conflict with any\nprovision of the charter documents or bylaws of Mirant,  Buyer or Note Buyer; or\n(b) violate any  provision or  requirement  of any federal,  state or local law,\nstatute,  judgment, order, writ, injunction,  decree, award, rule, or regulation\nof any Governmental Entity applicable to Mirant, Buyer or Note Buyer.\n                                       9\n\n\n         3.3  Litigation.  There are no  material  claims,  actions,  suits,  or\n              ----------\nproceedings  (including,  but not limited to, any arbitration proceeding) of any\nnature,  at law or in equity,  pending or, to the knowledge of Mirant,  Buyer or\nNote Buyer,  threatened by or against Mirant,  Buyer, Note Buyer, the directors,\nofficers,  employees,  agents of Mirant,  Buyer or Note  Buyer,  or any of their\nrespective  Affiliates  involving,  affecting  or relating  to the  transactions\ncontemplated by this Agreement or the performance of the respective  obligations\nof Mirant, Buyer and Note Buyer hereunder.  Neither Mirant, Buyer nor Note Buyer\nis subject to any order,  writ,  judgment,  award,  injunction  or decree of any\nGovernmental  Entity  involving,  affecting  or  relating  to  the  transactions\ncontemplated by this Agreement or the performance of the respective  obligations\nof Mirant, Buyer and Note Buyer hereunder.\n\n         3.4 Governmental Consents. Except for filings, permits, authorizations,\n             ---------------------\nconsents  and  approvals  as  may  be  required  under,   and  other  applicable\nrequirements  of,  the HSR Act,  no filing  with or notice  to,  and no  permit,\nauthorization,  consent or approval of, any Governmental Entity is necessary for\nthe execution and delivery by Mirant,  Buyer or Note Buyer of this Agreement and\nthe other  Transaction  Documents  required to be delivered by Mirant,  Buyer or\nNote Buyer or the performance of the respective obligations of Mirant, Buyer and\nNote Buyer hereunder and thereunder.\n\n         3.5 Availability of Funds. On the Closing Date, Mirant,  Buyer and Note\n             ---------------------\nBuyer will have,  sufficient  funds  available to enable Mirant,  Buyer and Note\nBuyer to consummate the transactions  contemplated  hereby and to permit Mirant,\nBuyer and Note Buyer to timely perform all of their respective obligations under\nthis Agreement.\n\n         3.6  Qualified  Buyer.  Mirant,  Buyer and Note Buyer are  qualified to\n              ----------------\nobtain any permits,  licenses or  authorizations  necessary for Buyer to own the\nCompany and the  Partnership and to operate the Facility as contemplated by this\nAgreement,  the OMFM  Agreement that is being assigned to, and assumed by, Buyer\nin accordance with Section 4.5, and the LNG Tolling Agreement.\n\n         3.7      Securities Matters.\n                  ------------------\n\n                  (a)  The  Company  Shares  to be  received  by  Buyer  will be\nacquired  for  investment  for  Buyer's  own  account,  not  with a view  to the\ndistribution of any part thereof, and Buyer has no present intention of selling,\ngranting any  participation  in, or  otherwise  distributing  the same.  Neither\nMirant,  Buyer  nor Note  Buyer  has any  contract,  undertaking,  agreement  or\narrangement with any person to sell,  transfer or grant  participations  to such\nperson or to any third person, with respect to any of the Company Shares.\n\n                  (b) Mirant,  Buyer and Note Buyer  understand that the Company\nShares are  characterized  as  \"restricted  securities\"  under the U.S.  federal\nsecurities  laws inasmuch as such securities are being acquired in a transaction\nnot  involving  a  public  offering  and that  under  such  laws and  applicable\nregulations  such  securities  may not be resold in the absence of an  effective\nregistration  statement  covering  the  Company  Shares  or  an  exemption  from\nregistration under the Securities Act.\n                                       10\n\n\n         3.8 Brokers. No broker,  finder,  investment banker, or other person is\n             -------\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, Buyer or Note Buyer.\n\n         3.9  Status  Under  PURPA.  Neither  Mirant,  Buyer  nor Note  Buyer is\n              --------------------\n\"primarily  engaged in the  generation or sale of electric  power\" under Section\n201 of the Public Utility  Regulatory  Policies Act of 1978 (as  incorporated in\nSection  3(17)  and  3(18)  of  the  Federal  Power  Act),  FERC's  implementing\nregulations, and FERC's precedent thereunder.\n\n\n\n                                    ARTICLE 4\n                               CERTAIN AGREEMENTS\n\n         4.1      Access and Confidentiality.\n                  --------------------------\n\n                  (a) Upon the  reasonable  request  of Buyer,  the  Stockholder\nshall use  commercially  reasonable  efforts  to  afford  to Buyer  and  Buyer's\naccountants,  counsel and  representatives  full access,  during normal business\nhours throughout the period prior to the Closing (or the earlier  termination of\nthis Agreement),  to all of the properties,  books, records and contracts of the\nCompany and the Partnership  (including,  without limitation,  the Partnership's\naccounting   records,   the  work  papers  of  the   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,  the  Company,  any\nHolding Subsidiary or the Partnership.\n\n                  (b)  Neither  Mirant,  Buyer,  Note  Buyer  nor  any of  their\nrespective  directors,  officers,  employees,  agents  or  representatives  may,\ndirectly or indirectly, disclose to any person or entity or use any Confidential\nInformation   for  any  purpose  other  than  to  evaluate  and  consummate  the\ntransactions contemplated by this Agreement and the other Transaction Documents.\nIf Mirant,  Buyer or Note Buyer is requested  or required  (by oral  question or\nrequest for  information  or documents in any legal  proceeding,  interrogatory,\nsubpoena,  civil  investigative,  demand,  or similar  process) to disclose  any\nConfidential Information, Mirant, Buyer and Note Buyer shall promptly notify the\nStockholder so that the Stockholder may seek an appropriate  protective order or\nwaive compliance with the provisions of this Section 4.1(b).  If, in the absence\nof a protective  order or the receipt of a waiver  hereunder,  Mirant,  Buyer or\nNote Buyer is, on the advice of counsel,  compelled to disclose any Confidential\nInformation to any tribunal,  Mirant,  Buyer or Note Buyer,  as applicable,  may\ndisclose the Confidential Information to the tribunal;  provided,  however, that\nMirant,  Buyer and Note Buyer shall use all commercially  reasonable  efforts to\nobtain an order or other assurance that confidential  treatment will be accorded\nto such portion of the Confidential Information required to be disclosed.\n\n         4.2 Certain Changes and Conduct of Business. From and after the date of\n             ---------------------------------------\nthis  Agreement  and until  the  Closing  (or the  earlier  termination  of this\nAgreement),  the  Stockholder  shall cause the Company to conduct the  Company's\nbusiness solely in the ordinary course  consistent with past practices.  Without\n                                       11\n\n\nlimiting  the  generality  of the  preceding  sentence,  except as  required  or\npermitted  pursuant to the terms hereof,  the  Stockholder  shall not permit the\nCompany to do any of the following  without  obtaining the consent of the Buyer,\nwhich consent shall not be unreasonably withheld:\n\n                  (a)  make any change in the charter documents or bylaws of the\nCompany;\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 the  Company,  alter  any  term  of  any  of the  outstanding\nsecurities  of the  Company,  or make any  change in the  outstanding  shares of\ncapital stock or other ownership interests or in the capitalization,  whether by\nreason of a  reclassification,  recapitalization,  stock  split or  combination,\nexchange or readjustment 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 the Company, or (iii) issue any options or other rights to acquire\ndirectly  or  indirectly  any debt  securities  of the  Company or any  security\nconvertible into or exchangeable for such debt securities; or\n\n                  (d)  commit itself to do any of the foregoing.\n\nNotwithstanding  the  foregoing,  the  Stockholder,  the  Company,  the  Holding\nSubsidiaries,   their  respective  Affiliates,  and  the  Partnership  shall  be\npermitted to undertake  such actions as are  necessary or  appropriate  in their\ndiscretion to carry out the restructuring activities set forth on Schedule 4.2.\n                                                                  ------------ \n         4.3 Stockholder  Guarantees.  The Stockholder and\/or its Affiliates are\n             -----------------------\nguarantors  with respect to certain  indebtedness  or otherwise  provide certain\nforms  of  credit  support,  in each  case as  listed  on  Schedule  4.3-A  (the\n                                                           ---------------\n\"Guaranteed  Indebtedness\").  Prior to the Closing, Mirant, Buyer and Note Buyer\nshall cause the Stockholder and its Affiliates to be replaced by an Affiliate of\nMirant as  guarantor  or other  applicable  status  with  respect  to all of the\nGuaranteed Indebtedness as listed on Schedule 4.3-B.\n                                     --------------\n\n         4.4 Insurance  Matters.  The Stockholder  and\/or its Affilates maintain\n             ------------------\ninsurance  for the Company,  the Holding  Subsidiaries  and the  Partnership  as\nlisted on Schedule  4.4 (the  \"Insurance  Obligations\").  Prior to the  Closing,\n          -------------\nMirant, Buyer and Note Buyer shall replace all of the Insurance Obligations with\ninsurance  that conforms with the  requirements  (i)  established by each of the\nCompany, the Holding  Subsidiaries,  and the Partnership and (ii) if applicable,\nis acceptable to each of the lenders for such entities.  Such insurance shall be\nplaced  with  financially  secured  insurers  and be of such  types  and in such\namounts  as is  customary  in the  case of  similar  business  but no less  than\nrequired by the applicable entity.\n\n         4.5  Assignment of Assumption of OMFM  Agreement.  At the Closing,  the\n              -------------------------------------------\nStockholder  shall cause its  Affiliate  to assign to Buyer or an  Affiliate  of\nBuyer,  and Mirant or Buyer  shall,  or shall  cause an  Affiliate  of Buyer to,\nassume from the Affiliate of the Stockholder the OMFM Agreement. Such assignment\n                                       12\n\n\nand  assumption  shall  include a  novation  by the  Partnership  releasing  the\nassignor  and be  pursuant  to  the  terms  of a  mutually  acceptable  executed\nAssignment and Assumption Agreement.\n\n         4.6      Regulatory Approvals.\n                  --------------------\n\n                  (a) Antitrust Notification.  Mirant, Buyer, Note Buyer and the\n                      ----------------------\nStockholder  shall, as promptly as practicable but in no event later than twenty\n(20) days following the execution and delivery of this Agreement, each file with\nthe FTC and the DOJ the  Notification and Report Form under the HSR Act, if any,\nrequired in connection with the transactions contemplated hereby and as promptly\nas  practicable  supply  any  additional  information,   if  any,  requested  in\nconnection  herewith  pursuant to the HSR Act. Any such  Notification and Report\nForm and additional  information,  if any, submitted to the FTC or the DOJ shall\nbe in  substantial  compliance  with the  requirements  of the HSR Act.  Each of\nMirant,  Buyer,  Note Buyer and the Stockholder shall furnish to the others such\ninformation  and assistance as the others may  reasonably  request in connection\nwith their preparation of any filing or submission, which is necessary under the\nHSR Act. Each of Mirant,  Buyer,  Note Buyer and the Stockholder  shall keep the\nothers  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,  Buyer,  Note Buyer and the Stockholder  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,  Buyer and Note Buyer shall pay all\nfiling  fees  payable  under  the HSR Act in  connection  with the  transactions\ncontemplated  hereby, and each of Mirant,  Buyer, Note Buyer and the Stockholder\nshall pay its own  respective  costs  incurred in preparation of all reports and\nnotifications required under the HSR Act.\n\n                  (b) Regulatory Approval Process. Mirant, Buyer, Note Buyer and\n                      ---------------------------\nthe  Stockholder  shall,  as promptly as practicable  but in no event later than\nthirty days  following the execution and delivery of this  Agreement,  submit to\nthe appropriate  agencies or third parties all consent  requests,  declarations,\nfilings and registrations  listed on Schedules 2.7, 2.8 and 3.4. With respect to\n                                     --------------------------\nany filings that may be required to be submitted to FERC,  Mirant,  Buyer,  Note\nBuyer and the  Stockholder  shall  cooperate  to share and  develop  information\nnecessary  for such  filings  and drafts of such  filings  within  fifteen  days\nfollowing  execution and delivery of this  Agreement,  and shall give each other\nreasonable  opportunity to comment on such draft filings before such filings are\nsubmitted to FERC.\n\n         4.7  Efforts.  Upon the terms and  subject  to the  conditions  of this\n              -------\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\n             -----------------\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\n                                       13\n\n\nforth in this Agreement,  including any of the schedules hereto. If, as a result\nof such development, Buyer has the right to terminate this Agreement pursuant to\nSection 7.1 and Buyer fails to exercise that right within the period of ten (10)\ndays after such right  accrues,  then the written  notice  delivered  to Mirant,\nBuyer or Note Buyer  pursuant to this Section 4.8 will be deemed to have amended\nthis Agreement, including any appropriate schedule hereto, to have qualified the\nrepresentations  and warranties  contained in Article 2 above, and to have cured\nany  misrepresentation  or breach of warranty that otherwise  might have existed\nhereunder by reason of the development.\n\n         4.9      Certain Tax Matters.\n                  -------------------\n\n                  (a) Tax  Returns.  After the Closing,  Mirant,  Buyer and Note\n                      ------------\nBuyer shall cause the Company, the Holding Subsidiaries,  Eco Holdings, Eco Ltd.\nand the  Partnership to furnish tax information to the Stockholder for inclusion\nin the Stockholder's or its Affiliates' Tax returns and reports,  including Form\n5471 and  supporting  schedules for taxable years or periods ending on or before\nor including the Closing Date,  prepared in accordance  with the Company's,  the\nHolding  Subsidiaries',  Eco Holdings',  Eco Ltd.'s and the  Partnership's  past\npractices. Such information shall be furnished to the Stockholder within 90 days\nafter  the  close  of the  calendar  year  of the  sale  of the  Company  Shares\nhereunder.\n\n                  (b) Authority. After the Closing, Mirant, Buyer and Note Buyer\n                      ---------\nshall, and shall cause the Company, the Holding Subsidiaries,  Eco Holdings, Eco\nLtd., the  Partnership  and their  Affiliates to provide the Stockholder and its\nAffiliates  with  such  powers  of  attorney  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 any refund\nclaims which evolve into audits or disputes).\n\n                  (c)  Cooperation.  After the Closing,  Mirant,  Buyer and Note\n                       ----------- \nBuyer, on the one hand, and the  Stockholder,  on the other hand,  shall provide\nprompt  written  notice to the other of any  pending  or  threatened  tax audit,\nassessment or  proceeding of which it becomes aware related to the Company,  the\nHolding  Subsidiaries,  Eco Holdings,  Eco Ltd. or the  Partnership for whole or\npartial periods for which the other is responsible hereunder.  Such notice shall\ncontain  known  factual  information   describing  any  potential  liability  in\nreasonable  detail and be  accompanied by copies of any notice or other document\nreceived from or sent to any tax authority in respect of such matters. After the\nClosing, Mirant, Buyer and Note Buyer, on the one hand, and the Stockholder,  on\nthe other hand, shall cooperate fully, and to the extent reasonably requested by\nthe other party,  in connection  with the filing of all tax returns  pursuant to\nthis Agreement and any audit,  litigation,  or other proceeding  related to such\ntax returns.  Such  cooperation  shall  include the  retention  and provision of\nrecords and information  relevant to any such tax filing,  audit,  litigation or\nother matter and making employees available on a reasonable basis.\n\n                  (d)  Audits.  The  Stockholder  shall  control  all audits and\n                       ------\ncontests relating to any Taxes for the Company,  the Holding  Subsidiaries,  Eco\nHoldings, Eco Ltd. and the Partnership for all tax periods ending on or prior to\n                                       14\n\n\nthe Closing Date. Buyer shall control all audits and contests  relating to Taxes\nof the  Company,  the  Holding  Subsidiaries,  Eco  Holdings,  Eco Ltd.  and the\nPartnership for all tax periods beginning after the Closing Date.\n\n                  (e) Tax Sharing Agreements.  Any tax sharing agreement between\n                      ----------------------\nthe Stockholder and the Company, the Holding  Subsidiaries,  Eco Holdings or Eco\nLtd. shall terminate as of the Closing Date,  immediately  prior to the Closing,\nand will have no further  effect for any taxable year (whether the current year,\na future year, or a past year).\n\n                  (f)  Transfer  Taxes.  All  stamp,   documentary,   recording,\n                       ---------------\ntransfer,  sales and use and  similar  Taxes  incurred in  connection  with this\nAgreement  and the  transactions  contemplated  hereby shall be borne by Mirant,\nBuyer and Note Buyer.  Mirant,  Buyer and Note Buyer at their own expense  shall\nfile, to the extent  required by  applicable  law, all necessary Tax returns and\nother  documentation  with  respect to all such stamp,  documentary,  recording,\ntransfer, sales and use and similar Taxes.\n\n                  (g) Section 338(g) Election.  After the Closing, Mirant, Buyer\n                      -----------------------\nand Note Buyer shall cause a timely and effective  election under Section 338(g)\nof the Code to be made with respect to the purchase of the Company (the \"Section\n338  Election\").  Buyer  shall,  and Mirant  shall cause Buyer to,  execute such\nelection,  timely and properly file the same, and upon so doing provide  written\nassurance to the Stockholder it has done so (including providing the Stockholder\nwith IRS date stamped  copies of such  election).  Mirant,  Buyer and Note Buyer\nshall not, and Mirant, Buyer and Note Buyer shall cause their Affiliates to not,\ntake any action to modify or change the Section 338 Election.\n\n                  (h)  Indemnification.  Mirant, Buyer and Note Buyer shall, and\n                       ---------------\nshall cause their  Affiliates  to,  indemnify and hold the  Stockholder  and its\nAffiliates  harmless  from  and  against  any  Taxes  arising  from  operations,\nactivities,  elections  (other than the Section 338 Election and the Section 754\nelection made by Buyer with respect to its purchase from the  Stockholder of the\nCompany, the Holding Subsidiaries,  Eco Holdings,  Eco Ltd. and the Partnership)\nand transactions  occurring on or after the Closing with respect to the Company,\nthe Holding  Subsidiaries,  Eco  Holdings,  Eco Ltd.  and the  Partnership.  The\nindemnification  obligations  under Section 4.9 hereof shall continue until such\ntime as the applicable  statute of  limitations  has expired on the right of the\napplicable Governmental Authority to legally impose the Tax liability upon which\nthe Stockholder Indemnitee's Loss is based.\n\n                  (i) FIRPTA  Certificate.  On the Closing Date, the Stockholder\n                      -------------------\nshall provide Buyer with a certificate  certifying that the Stockholder is not a\n\"foreign person\" within the meaning of Treasury Regulation 1.1445-2(b).\n\n                  (j) Treatment of Payments. All indemnification  payments  made\n                      --------------------- \nunder this Agreement shall be  treated  as  Purchase  Price adjustments  for tax\npurposes.\n\n                  (k) Allocation. The Stockholder, Buyer and Note Buyer agree to\n                      ----------\nendeavor to allocate the Purchase  Price among the Company  Shares and the other\nassets to be acquired by the Buyer (or its Affiliates)  hereunder not later than\nfive days before the Closing Date. The agreed  allocation  shall be made by side\nletter  agreement and shall be used to file all returns and reports with respect\nto  Taxes.  If  Buyer,  Note  Buyer and  Stockholder  are  unable to agree on an\n                                       15\n\n\nallocation  within  150 days  after the  Closing  Date,  Buyer,  Note  Buyer and\nStockholder  shall each be free to make any  allocation  they desire.  If Buyer,\nNote Buyer and Stockholder fail to agree on such allocation,  Mirant,  Buyer and\nNote Buyer shall allow Stockholder and its authorized agents and representatives\naccess to the Company, the Holding Subsidiaries,  Eco Holdings, Eco Ltd. and the\nPartnership  and such other assets,  rights,  books and records  related thereto\nand\/or  purchased  hereunder to allow  Stockholder  to make an appraisal of such\nentities and assets and an allocation.  Should Buyer or its  Affiliates,  on the\none  hand,  or  Stockholder  or its  Affiliates,  on the  other  hand,  hire  an\nindependent  accounting  or appraisal  firm to appraise the value of the Company\nShares, the Company, the Holding Subsidiaries, Eco Holdings, Eco Ltd. and\/or the\nPartnership or any of the other assets acquired pursuant to this Agreement,  the\nother shall be provided with a true copy of the written appraisal report made by\nsuch firm.\n\n                  (l) Coordination. Mirant, Buyer and Note Buyer shall not take,\n                      ------------\nand shall cause their respective Affiliates, and after the Closing, the Company,\nany Holding Subsidiary,  Eco Holdings, Eco Ltd. and the Partnership not to take,\nany action  inconsistent  with, contest any position with respect to, attempt to\nrecharacterize  and\/or  voluntarily make any disclosure of any kind to any third\nparty, including any Governmental Entity, with respect to any action,  election,\nposition, transaction, and\/or characterization made or taken by the Stockholder,\nthe Company, any Holding Subsidiary,  Eco Holdings, Eco Ltd. or the Partnership,\nin respect of (i) any restructuring  activity required,  permitted or associated\nwith the completion of the transactions  contemplated by this Agreement (whether\nor not set forth on Schedule 4.2 hereto), or (ii) in respect of any Taxes or Tax\nmatter  related to whole or partial  taxable  periods or activities on or before\nthe  Closing.  The  provisions  of this  Section  4.9(l)  shall not prohibit any\ndisclosure  required  by law,  provided  that no such  disclosure  shall be made\nwithout first promptly notifying  Stockholder and authorizing the Stockholder to\nreview and challenge the same.\n\n\n\n                                    ARTICLE 5\n                                 INDEMNIFICATION\n\n         5.1  Indemnification  by  Stockholder.  For a  period  of one (1)  year\n              --------------------------------\nfollowing  the Closing  Date and subject to the limits set forth in this Article\n5, the  Stockholder  and its  successors  and assigns shall  indemnify,  defend,\nreimburse and hold harmless the Buyer Indemnitees,  from and against any and all\nclaims, losses, damages, liabilities,  obligations,  assessments,  penalties and\ninterest,   demands,  actions  and  expenses  (including,   without  limitation,\nsettlement costs and any legal,  accounting and other expenses for investigating\nor  defending  any  actions)   (\"Losses\")   reasonably  incurred  by  any  Buyer\nIndemnitee, arising out of (i) the breach of any representation or warranty made\nby the  Stockholder  in Article 2 of this  Agreement;  or (ii) the breach of any\ncovenant, agreement or obligation of the Stockholder contained in this Agreement\nor any other Transaction Document.  Notwithstanding the one-year time limitation\nset forth  above,  the  Stockholder's  indemnification  obligations  under  this\nSection 5.1 arising from the breach of any  representation  or warranty  made by\nthe  Stockholder (x) in Section 2.12 of this Agreement shall continue until such\ntime as the applicable  statute of  limitations  has expired on the right of the\napplicable Governmental Authority to legally impose the Tax liability upon which\nthe Buyer  Indemnitee's  claimed Loss is based;  and (y) in Section 2.13 of this\nAgreement  shall continue for a period of two years  following the Closing Date.\n                                       16\n\n\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,  Eco Ltd. and the Partnership made by the Stockholder in\nArticle 2 of this Agreement,  the  Stockholder's  obligations under this Section\n5.1 shall apply to only fifty percent (50%) of such Losses.\n\n         5.2  Indemnification  by Mirant,  Buyer and Note Buyer. For a period of\n              -------------------------------------------------\none (1) year  following  the Closing Date and subject to the limits set forth in\nthis Article 5, Mirant,  Buyer,  Note Buyer and their respective  successors and\nassigns shall  indemnify,  defend,  reimburse and hold harmless the  Stockholder\nIndemnitees  from and  against  any and all Losses  reasonably  incurred  by any\nStockholder  Indemnitee  arising out of (i) the breach of any  representation or\nwarranty  made by Mirant,  Buyer and Note Buyer in Article 3 of this  Agreement;\n(ii) the breach of any covenant,  agreement or  obligation  of Mirant,  Buyer or\nNote Buyer  contained in this Agreement or any other  Transaction  Document;  or\n(iii) the ownership or operation of the Company, the Holding  Subsidiaries,  Eco\nHolding, Eco Ltd., and the Partnership after the Closing.\n\n         5.3      Indemnification Procedure.\n                  -------------------------\n\n                  (a)   Whenever   any  claim  (a   \"Claim\")   shall  arise  for\nindemnification  under this Article 5, the Indemnitee shall promptly (but in any\n                            ---------\nevent  within ten (10) days of  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\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\n                                           ------------------ \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\n                                       17\n\n\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                                                                 -------------- \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\n                                                                         -------\n5.3(c),  the Indemnitor shall cooperate with the Indemnitee and its counsel,  at\n------ \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\n              -------                                     ---------\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                                                  ---------------\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\n                                      --------\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\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 in excess  of One  Million  Five\nHundred  Thousand Dollars  ($1,500,000)  (the  \"Threshold\").  Once the aggregate\namount of  indemnifiable  Losses  hereunder  exceeds  the  Threshold,  the Buyer\nIndemnitees  shall be  entitled to recover the full amount of all such Losses in\nexcess of the Threshold.\n\n                  (b)  Notwithstanding  any  provision of this  Agreement to the\ncontrary,  the  maximum  aggregate  liability  of the  Stockholder  to the Buyer\nIndemnitees   for  all  claims  arising  under  this  Agreement  and  the  other\nTransaction Documents equals ten percent (10%) of the Purchase Price.\n\n                  (c)  Notwithstanding  any  provision of this  Agreement to the\ncontrary,  neither  Mirant,  Buyer nor Note Buyer shall have any  obligation  to\n                                       18\n\n\nindemnify any Stockholder  Indemnitee  under this Article 5 or to pay damages in\nrespect of contract or other claims  arising  under this  Agreement or any other\nTransaction   Document   unless  the  Stockholder   Indemnitees   have  suffered\nindemnifiable  Losses  hereunder in the  aggregate  amount  attributable  to all\nClaims in excess of the Threshold; provided, however, that Mirant's, Buyer's and\nNote Buyer's obligations to indemnify any Stockholder  Indemnitee for any Losses\narising from for any breach of this Agreement by Mirant,  Buyer or Note Buyer of\ntheir  obligation to pay, or directly or indirectly  resulting in the failure of\nMirant,  Buyer and Note Buyer to pay, the Purchase  Price under this  Agreement,\nshall not be subject to the Threshold.  Subject to the foregoing  proviso,  once\nthe  aggregate   amount  of  Losses  exceeds  the  Threshold,   the  Stockholder\nIndemnitees  shall be entitled to recover the full amount of Losses in excess of\nthe Threshold.\n\n                  (d)  Notwithstanding  any  provision of this  Agreement to the\ncontrary, the maximum aggregate liability of Mirant, Buyer and Note Buyer to the\nStockholder  Indemnitees  for all claims  arising  under this  Agreement and the\nother  Transaction  Documents  equals ten percent  (10%) of the Purchase  Price;\nprovided,  however,  that Mirant's,  Buyer's and Note Buyer's  liability for any\nbreach of this Agreement by Mirant,  Buyer or Note Buyer of their  obligation to\npay, or directly or  indirectly  resulting in the failure of both Mirant,  Buyer\nand  Note  Buyer  to pay,  the  Purchase  Price  shall  not be  subject  to such\nlimitation.\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,  the Companies,\nthe Holding Subsidiaries,  the Partnership or any of their respective Affiliates\nprior to the Closing, to the extent that the Buyer Indemnitees  actually receive\nsuch insurance proceeds to cover such Losses.\n\n         5.6 Survival. The representations and warranties made in this Agreement\n             --------\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 made by the\nStockholder  (x) in Section 2.12 of this Agreement shall survive until such time\nas the  applicable  statute  of  limitations  has  expired  on the  right of the\napplicable Governmental Authority to legally impose the Tax liability upon which\nthe Buyer  Indemnitee's  claimed Loss is based;  and (y) in Section 2.13 of this\nAgreement shall survive for a period of two years following the Closing Date. No\nparty will be liable to another under any warranty or  representation  after the\napplicable  expiration of such warranty or  representation;  provided,  however,\nthat if a claim or notice is given  under  this  Article 5 with  respect  to any\nrepresentation  or warranty prior to the applicable  expiration date, such claim\nmay be pursued to resolution notwithstanding expiration of the representation or\nwarranty under which the claim was brought.\n\n         5.7      -----------------------------------------.\n\n                  (a)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n                                       19\n\n\n                   (b)----------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n                  (c)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n                  (d)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n                  (e)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n                  (f)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n(ii) zero in the event that such PREPA Resolution Amount exceeds $35,000,000, as\napplicable.\n\n                  (g)-----------------------------------------------------------\n--------------------------------------------------------------------------------\n-------------------------------------------------------------------------------.\n\n         5.8 Exclusivity of Indemnification.  The indemnification  provisions of\n             ------------------------------\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\n             -----------------------------------  \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\n\n                                    ARTICLE 6\n                              CONDITIONS TO CLOSING\n\n         6.1  Conditions to Obligations  of Each Party.  The  obligations of the\n              ----------------------------------------\nStockholder,  on the one hand,  and Mirant,  Buyer and Note Buyer,  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 the conditions in this Section 6.1, on or before the Closing Date, any one or\n                                       20\n\n\nmore of which may be  jointly  waived in writing  by the  Stockholder  and Buyer\nacting together.\n\n                  (a) No Action  or  Proceeding.  No  preliminary  or  permanent\n                      -------------------------\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,\n                        -------------------------------------\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 Buyer.  The  obligations of Mirant,\n              ------------------------------------\nBuyer and Note Buyer to  consummate  the  transactions  contemplated  hereby are\nsubject to the fulfillment, on or before the Closing Date, of the conditions set\nforth in this  Section  6.2, any one or more of which may be waived by Mirant or\nBuyer in writing in its discretion.\n\n                  (a)   Representations   and   Warranties;    Covenants.    The\n                        ------------------------------------------------\nrepresentations  and warranties of the  Stockholder  contained in this Agreement\n(as revised,  modified or updated pursuant to Section 4.10 hereof) shall be true\nand correct in all material  respects on the Closing  Date;  provided,  however,\nthat if any portion of any such  representation or warranty is already qualified\nby  materiality,  for purposes of  determining  whether this  condition has been\nsatisfied with respect to such portion of such representation or warranty,  such\nportion of such  representation  or  warranty as so  qualified  must be true and\ncorrect in all respects  The  Stockholder  shall have  performed in all material\nrespects all obligations  required to be performed by it under this Agreement on\nor before the Closing Date. At the Closing, the Stockholder shall have delivered\nto Buyer a certificate  dated as of the Closing Date to such effect signed by an\nauthorized representative of the Stockholder.\n\n                  (b)     LNG Term Out under Credit Agreement. The  Term-Out  of\n                           -----------------------------------  \nall Construction  Loans into Term Loans shall have been  completed  pursuant  to\nSection  2.01(b) of the Credit  Agreement  referenced  on Schedule 2.10.\n                                                          -------------\n\n                  (c)     Restructuring Activities. The restructuring activities\n                          ------------------------  \nset forth on Schedule 4.2 shall have been completed.\n             ------------\n\n                  (d)      Stock Books.  The  Stockholder  shall have  delivered\n                           -----------\nminute  books   and   any  corporate  seals  of  the  Company  and  the  Holding\nSubsidiaries.\n\n                  (e)      Resignation of Directors.  Buyer shall have  received\n                           --------------------------\nwritten  resignations of theany stock books,  stock  ledgers, directors  of  the\nCompany  and  the  Holding Subsidiaries.\n                                       21\n\n\n                  (f) Satisfaction of Other Closing  Conditions.  All conditions\n                      ----------------------------------------- \nto the  obligations  of Mirant,  Buyer and Note  Buyer to close the  transaction\ncontemplated  under that certain  Stock  Purchase  Agreement by and among Edison\nMission Energy,  EME del Caribe,  Mirant,  Buyer and Note Buyer, dated as of the\ndate hereof, shall have been satisfied or waived.\n\n         6.3 Conditions to Obligations of the  Stockholder.  The  obligations of\n             ---------------------------------------------\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\n                        ------------------------------------------------  \nrepresentations  and warranties of Mirant and Buyer  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\nBuyer shall have performed in all material respects all obligations  required to\nbe performed by them under this  Agreement on or before the Closing Date. At the\nClosing,  both  Mirant  and Buyer  shall have  delivered  to the  Stockholder  a\ncertificate  dated as of the Closing Date to such effect signed by the Secretary\nof Buyer.\n\n                  (b)      Removal as  Guarantor.  Buyer shall  have caused  the\n                           ---------------------\nStockholder  and its  Affiliates to be removed  as a guarantor of the Guaranteed\nIndebtedness in accordance with Section 4.3.\n\n                  (c)      Replacement of Insurance  Obligations.   Buyer  shall\n                           -------------------------------------\nhave  replaced  the  Stockholder's  or its  Affiliates' Insurance Obligations in\naccordance with Section 4.4.\n\n                  (d)      Assignment  and  Assumption  Agreement.  Buyer or its\n                           ---------------------------------------\nAffiliate   shall  have  assumed, pursuant  to  the  Assignment  and  Assumption\nAgreement referenced in Section 4.5 hereof, all of the  rights  and  obligations\nunder the OMFM Agreement.\n\n\n\n                                    ARTICLE 7\n                           TERMINATION AND ABANDONMENT\n\n         7.1      Termination. This Agreement and the transactions  contemplated\n                  -----------\nhereby may be terminated at anytime prior to the Closing:\n\n                  (a) by Mirant or Buyer, if (i) the Stockholder fails to comply\nin any  material  respect  with any of its  covenants  or  agreements  contained\nherein, or (ii) any of the representations and warranties of the Stockholder set\nforth in Article 2 hereof (as revised,  modified or updated  pursuant to Section\n4.8 hereof) is breached or is inaccurate in any material  respect,  or (iii) any\nevent has occurred or circumstances  exist which have a Material Adverse Effect;\nprovided,  however,  that neither  Mirant nor Buyer may terminate this Agreement\n------------------\npursuant to this Section 7.1(a) if (x) the  Stockholder  has cured such material\nnoncompliance, breach, inaccuracy or Material Adverse Effect within fifteen (15)\n                                       22\n\n\nbusiness days after the receipt of written  notice thereof by Mirant or Buyer or\n(y)  Mirant  or  Buyer  has  breached  in  any  material   respect  any  of  its\nrepresentations, warranties or obligations under this Agreement;\n\n                  (b) by the  Stockholder,  if (i)  Mirant,  Buyer or Note Buyer\nfails to comply in any material  respect with any of its covenants or agreements\ncontained herein, or (ii) any of the  representations  and warranties of Mirant,\nBuyer or Note Buyer set forth in Section 3 hereof is breached  or is  inaccurate\nin any  material  respect;  provided,  however,  that  the  Stockholder  may not\n                            ------------------\nterminate  this Agreement  pursuant to this Section 7.1(b) if (x) Mirant,  Buyer\nand Note Buyer has cured such noncompliance, breach or inaccuracy within fifteen\n(15)  business  days  after  the  receipt  of  written  notice  thereof  by  the\nStockholder or (y) the Stockholder  has breached in any material  respect any of\nits representations, warranties or obligations under this Agreement; or\n\n                  (c) by the Stockholder,  on the one hand, or Mirant,  Buyer or\nNote  Buyer,  on the other  hand,  if (i) a  Governmental  Entity  has  issued a\nnon-appealable  order,  decree or ruling or taken any other action (which order,\ndecree or ruling the parties hereto have used all their commercially  reasonable\nefforts to lift), which permanently  restrains,  enjoins or otherwise  prohibits\nthe  transactions  contemplated  by this  Agreement;  or (ii) a condition to the\nterminating party's performance hereunder has not been satisfied or waived prior\nto December 31, 2001;  provided,  however,  that a party may not terminate  this\n                       ------------------\nAgreement pursuant to this Section 7.1(c) if such party's failure to fulfill any\nof its  obligations  under this  Agreement is the reason for the  occurrence  of\neither of the foregoing clauses (i) or (ii) hereof.\n\n         7.2  Notice  of  Termination.  In the  event  of  termination  of  this\n              -----------------------\nAgreement  pursuant  to  Section  7.1  hereof,  written  notice  shall  be given\n                         ------------ \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\n             ---------------------\nin this Article 7, no party to this Agreement will have any liability or further\n        --------- \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\n\n                                    ARTICLE 8\n                                  MISCELLANEOUS\n\n         8.1      Definitions.\n                  -----------\n\n                  (a)   \"Action\"   means   any   action,   suit,   counterclaim,\ncross-claim,  appeal,  arbitration  or mediation for any relief  against a party\nhereunder  or any of its  Affiliates,  successors  or  assigns,  declaratory  or\notherwise,  to enforce the terms of this  Agreement  or to declare  rights under\nthis Agreement.\n\n                  (b)     \"Affiliate\" has the meaning ascribed to it in Rule 405\nunder the Securities Act.\n                                       23\n\n\n                  (c)   \"Bankruptcy   Exception\"   means  the   limitations   on\nenforceability   imposed  by  general   principles  of  equity  and  bankruptcy,\ninsolvency,  reorganization  and  moratorium  and other similar laws relating to\ncreditors' rights.\n\n                  (d)   \"Buyer\" has the meaning  ascribed to it in the preamble\nto this Agreement.\n\n                  (e)   \"Buyer Indemnitees\"  means  Buyer  and  its   directors,\nofficers and employees.\n\n                  (f)  \"Capital  Stock\"  means common  stock,  preferred  stock,\npartnership  interests,  limited  liability company interests or other ownership\ninterests of the issuer thereof.\n\n                  (g)   \"Claim\" has the meaning ascribed to it in Section 5.3(a)\n                                                                  --------------\nhereof.\n                         \n                  (h)   \"Closing\" has the meaning ascribed to it in Section 1.1 \n                                                                     ----------\nhereof.\n\n                  (i)   \"Closing Date\" has the meaning ascribed to it in Section\n                                                                         -------\n1.2 hereof.\n----\n\n                  (j)   \"Company\" has the meaning  ascribed  to  it in Recital A\nhereof.\n\n                  (k)   \"Company Shares\" has  the  meaning  ascribed  to  it  in\nSection 2.3 hereof.\n-----------\n\n                  (l)  \"Confidential  Information\"  means any information not in\nthe public domain,  in any form,  whether acquired prior to or after the Closing\nDate,  received  from the  Stockholder,  the  Company  or any of their  advisors\nrelating to the business and  operations of the  Stockholder,  the Company,  the\nHolding   Subsidiaries,   the  Partnership  and  their  respective   Affiliates,\nincluding,  without limitation,  information regarding vendors, suppliers, trade\nsecrets,   training  programs,   technical  information,   contracts,   systems,\nprocedures, know-how, trade names, improvements, price lists, financial or other\ndata,  business plans,  computer programs,  software systems,  internal reports,\npersonnel files or any other  compilation of information,  written or unwritten,\nwhich  is or was used in the  business  of the  Stockholder,  the  Company,  the\nHolding Subsidiaries, the Partnership or their respective Affiliates, except for\ninformation  (i) that was or becomes  generally  available to the public,  other\nthan as a result of disclosure  by Mirant or Buyer;  or (ii) that is received by\nMirant or Buyer or any of their  Affiliates on a  non-confidential  basis from a\nthird  party  that  is  not  prohibited  from  disclosing  such  information  by\nobligation to the  Stockholder,  the Company,  the Holding  Subsidiaries  or the\nPartnership.\n\n                  (m)   \"Contracts\"   has  the  meaning   ascribed   to   it  in\nSection 2.10 hereof.\n------------\n\n                  (n)   \"Decision\"  means  any   judgment,   order,  ruling,  or\naward  granted  with respect to an Action.\n\n                  (o)   \"Disclosure  Schedule\" means  the disclosure schedule of\nthe Stockholder attached  hereto  as  Schedule  2  and  the  Schedules  included\n                                      -----------\ntherein.  \n             \n                  (p)   \"Distributions\"  has  the  meaning  ascribed  to  it  in\nSection 2.16 hereof.\n------------\n\n                  (q)   \"DOJ\" means the United States Department of Justice.\n                                       24\n\n\n                  (r)   \"Eco Holdings\"  means  EcoElectrica  Holdings,  Ltd., an\nentity  organized under the laws of the Cayman Islands.\n\n                  (s)   \"Eco Ltd.\" means EcoElectrica Ltd., an entity  organized\nunder the laws of the Cayman Islands.\n\n                  (t)   \"Environmental   Laws\"   means  all   applicable   laws,\nregulations  and other  requirements  of  Governmental  Entities or duties under\ncommon  law  (other  than the  same  relating  to  Taxes)  relating  to toxic or\nhazardous substances,  wastes,  pollution or to the protection of health, safety\nor the environment.\n\n                  (u)   \"Environmental  Permits\"  means  all  licenses,  permits\nand other authorizations or registrations required under all Environmental Laws.\n\n                  (v)   \"Facility\" has  the meaning ascribed to it in Recital  A\n                                                                      ----------\nhereof.\n                         \n                  (w)   \"FERC\" means the Federal Energy Regulatory Commission.\n\n                  (x)   \"Financial Statements\" has the meaning ascribed to it in\nSection 2.6(a).\n--------------\n\n                  (y)   \"FTC\" means the United States Federal Trade Commission.\n\n                  (z)  \"Governmental   Entity\"  means  any  court,   arbitrator,\nfederal,   state  or  local  government   agency,   regulatory  body,  or  other\ngovernmental authority.\n\n                  (aa)  \"Guaranteed Indebtedness\" has the meaning ascribed to it\nin Section 4.3. hereof.\n   -----------\n\n                  (bb)  \"Holding   Subsidiaries\"  means  all  of   the  entities\nidentified as Holding  Subsidiaries on Schedule 2.2 to the Agreement.\n                                       ------------\n\n                  (cc)  \"Holding Subsidiary Shares\" has  the meaning ascribed to\nit in Section 2.3 hereof.\n\n                  (dd)  \"HSR  Act\"   means   the    Hart-Scott-Rodino  Antitrust\nImprovements Act of 1976, as amended.\n\n                  (ee)  \"Indemnitee\" means the party entitled to indemnification\nunder Article 5 hereof.\n      ---------\n\n                  (ff)  \"Indemnitor\"  means  the  party  obligated   to  provide\nindemnity under Article 5 hereof.\n                ---------\n\n                  (gg)  \"Insurance Obligations\" has  the  meaning ascribed to it\nin Section 4.4 hereof.\n   -----------\n\n                  (hh)  \"knowledge\"  or  \"known\"  means,  with  respect  to  any\nindividual,  the  actual  knowledge  of such  individual  or, in the case of the\nStockholder,  the actual knowledge,  without independent investigation,  of Greg\nCurran and Rick Sierra.\n                                       25\n\n\n                  (ii)  \"License\"  means   any   permit,    license   or   other\ngovernmental authorization.\n\n                  (jj) \"LNG Tolling  Agreement\"  means the LNG Tolling  Services\nAgreement between the Partnership and the Stockholder dated October 31, 1997.\n\n                  (kk)  \"Losses\" has the meaning ascribed to  it in  Section 5.1\n                                                                     -----------\nhereof.\n                      \n                  (ll)  \"Material  Adverse  Effect\" means an effect or series of\neffects that, either individually or in the aggregate,  is materially adverse to\nthe  business,  assets,  financial  condition  or results of  operations  of the\nPartnership,  taken as a whole;  provided,  however,  that  any such  effect  or\neffects  arising from any  circumstances  not disclosed in this Agreement or the\nschedules  hereto  that  result,  or are  reasonably  likely  to  result,  in an\nuninsured loss to the Partnership in excess of $30,000,000 shall be conclusively\npresumed to constitute a Material  Adverse  Effect;  and provided  further that,\nnotwithstanding   the   foregoing,   none  of  the  following  will  be  deemed,\nindividually  or together,  to constitute a \"Material  Adverse  Effect:\" (x) any\nchanges,  circumstances  or effects  resulting  from or  relating  to changes or\ndevelopments  in  the  economy,  financial  markets,  commodity  markets,  laws,\nregulations  or rules  in the  applicable  electric  power  markets  (including,\nwithout limitation, changes in laws or regulations affecting owners or providers\nof electric  generation,  transmission  or  distribution  as a group and not the\nPartnership  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.\n\n                  (mm)  \"OMFM  Agreement\" means the Operations,  Maintenance and\nFuels   Management  Agreement   between  the  Partnership  and  EI  Puerto  Rico\nOperations, Inc. dated October 31, 1997.\n\n                  (nn)  \"Other  Assets\"  means  those   items   set   forth   on\nSchedule 8.1.\n------------\n\n                  (oo)  \"Partnership  Interests\"  means   the  interests  in the\nPartnership,  as  described  in Section 2.3 hereof.\n                                -----------\n\n                  (pp)  \"Partnership\" means  EcoElectrica, LP, a Bermuda limited\npartnership.\n\n                  (qq)  \"Partnership Agreement\" means the Partnership  Agreement\ndated December 10, 1997 between EcoElectrica Holdings, Ltd. and EcoElectrica Ltd\nrelating to the Partnership.\n\n                  (rr)  \"PREPA\" means the Puerto Rico Electric Power Authority.\n\n                  (ss) \"PPOA\" means the Power  Purchase and Operating  Agreement\ndated March 10, 1995, as amended, between PREPA and the Partnership.\n\n                  (tt)  \"Prevailing Party\" has  the  meaning  ascribed  to it in\nSection 8.14.\n------------\n                                       26\n\n\n                  (uu)  \"Purchase Price\" has  the  meaning  ascribed  to  it  in\nSection 1.3 hereof.\n-----------\n\n                  (vv)  \"Securities Act\"  means  the  Securities Act of 1933, as\namended.\n\n                  (ww)  Stockholder\" means Enron Asset Holdings, LLC, a Delaware\nlimited liability company.\n\n                  (xx)  \"Stockholder  Indemnitees\" means the Stockholder and its\nAffiliates,  and the directors, officers and employees of any of them.\n\n                  (yy) \"Subordinated Note\" means the EDC Subordinated Promissory\n         Note   representing  a  loan  from  Enron   Development  Corp.  to  the\n         Partnership  in the  principal  amount  of  $12,064,185  (plus  accrued\n         interest  through  5\/31\/01 of $6,100,329  and interest  accruing  after\n         5\/31\/01 in accordance with the terms of the Note).\n\n                  (zz)  \"Tax or  Taxes\"  means  all  taxes,  imposts,  duties or\n         assessments of any kind or nature whatsoever,  and howsoever  described\n         or denominated,  including income,  gross receipts,  license,  payroll,\n         employment,  excise,  severance,  stamp, occupation,  premium, windfall\n         profits, environmental,  property, ad valorem, customs duties, capital,\n         wealth, capital stock, franchise, profits, withholding, social security\n         (or  similar),  sales,  use,  transfer,   registration,   value  added,\n         alternative or add-on minimum, estimated, or other tax or charge of any\n         kind whatsoever,  including any interest, penalty, or addition thereto,\n         whether  disputed  or  not,  imposed  by  any  governmental  or  taxing\n         authority.\n\n                  (aaa) \"Taxpayer\"  has   the  meaning   ascribed   to   it   in\nSection 2.12(a) hereof.\n---------------\n\n                  (bbb) \"Threshold\"  has   the   meaning   ascribed   to  it  in\nSection 5.5(a) hereof.\n--------------\n\n                  (ccc)  \"Transaction  Documents\"  means  this  Agreement,   the\nAssignment and Assumption  Agreement  referenced in Section 4.5 hereof,  and all\nnecessary  stock  powers  required  to  be  delivered  in  connection  with  the\nconsummation of the transaction contemplated by this Agreement.\n\n         8.2 Notices.  All notices,  requests,  demands and other communications\n             -------\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\n                  If to Mirant, Buyer or Note Buyer:\n\n                                         Mirant EcoElectrica Investments I, Ltd.\n                                         1155 Perimeter Center West\n                                         Atlanta, Georgia 30338\n                                       27\n\n\n\n                                         Attn: J.R. Harris\n\n                                         Telephone No.: (678) 579-7115\n                                         Facsimile No.: (678) 579-7979\n\n                  With a copy to:        Troutman Sanders LLP\n                                         401 9th Street, NW, Suite 1000\n                                         Washington, DC 20004-2134\n                                         Attn: Ronald R. Ross, Esq.\n\n                                         Telephone No.: (202) 274-2963\n                                         Facsimile No.: (202) 654-5625\n\n                  If to the Stockholder: Enron Global Assets &amp; Services\n                                         333 Clay, Suite 2100\n                                         Houston, TX 77002\n                                         Attn: General Counsel\n\n                                         Facsimile No.: (713) 345-5538\n\n                  With a copy to:        Enron Corp.\n                                         1400 Smith Street\n                                         Houston, TX 77002\n                                         Attn: General Counsel\n                                         Attn: Kate Cole\n\n                                         Facsimile No.: (713) 853-3920\n\n\n         8.3  Assignability  and Parties in  Interest.  This  Agreement  and the\n              --------------------------------------- \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 shall relieve Mirant, Buyer or Note Buyer of their respective\nobligations  hereunder.  This  Agreement  shall  inure to the  benefit of and be\nbinding upon Mirant,  Buyer,  Note Buyer, the Stockholder,  and their respective\npermitted successors and assigns. Nothing in this Agreement will confer upon any\nperson or entity not a party to this Agreement,  or the legal representatives of\nsuch person or entity,  any rights or remedies of any nature or kind  whatsoever\nunder or by reason of this Agreement.\n\n         8.4  Publicity.  No press  release  or  other  public  announcement  or\n              ---------\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 Buyer,  on the one hand, and the\nStockholder,  on the other hand. The foregoing shall not prohibit any disclosure\nrequired  by law;  provided  that such  disclosure  is made  pursuant to Section\n                   --------\n4.1(b) hereof and that the  disclosing  party consults with the other parties at\nleast one (1)  business  day in  advance  of such  disclosure.  To the  extent a\ndisclosure is required by law, the  disclosing  party shall  cooperate  with the\nother parties hereto to prepare an appropriate  confidential  treatment  request\n                                       28\n\n\nwith the applicable  Governmental  Entity in order to prevent  disclosure of any\nsensitive  matters as to which the disclosing party believes there exists a good\nfaith argument for confidential treatment.\n\n         8.5 Complete  Agreement.  This  Agreement,  the exhibits and  schedules\n             -------------------       \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,   Buyer  Note  Buyer  or  their   respective   agents  or\nrepresentatives  to the Stockholder,  Credit Suisse First Boston  Corporation or\nany of their  respective  agents  or  representatives,  or (b) the  Stockholder,\nCredit  Suisse  First  Boston   Corporation  or  their   respective   agents  or\nrepresentatives  to Mirant,  Buyer, Note Buyer or any of their respective agents\nor representatives,  in connection with the bidding process which occurred prior\nto the  execution  of  this  Agreement  or  otherwise  in  connection  with  the\nnegotiation and execution of this Agreement.  No  communications by or on behalf\nof the Stockholder,  including responses to any questions or inquiries,  whether\norally, in writing or  electronically,  and no information  provided in any data\nroom or any copies of any  information  from any data room  provided  to Mirant,\nBuyer or Note Buyer or any other information shall be deemed to (x) constitute a\nrepresentation,  warranty or an agreement of the Stockholder,  or (y) be part of\nthis Agreement.\n\n         8.6 Acknowledgment;  Independent Due Diligence.  Mirant, Buyer and Note\n             ------------------------------------------\nBuyer  acknowledge  that the  Stockholder  has not made  any  representation  or\nwarranty,  expressed  or  implied,  as to the  accuracy or  completeness  of any\ninformation  regarding  the  Stockholder,  the  Company  or any  of the  Holding\nSubsidiaries,  Eco  Holdings,  Eco Ltd.,  the  Partnership  or the  Facility not\nincluded in this  Agreement  and the  schedules  hereto.  Without  limiting  the\ngenerality of the foregoing,  no representation or warranty is made with respect\nto any information in the Confidential Information Memorandum, dated April 2001,\nor  any  supplement  or  amendment  thereto  provided  in  connection  with  the\nsolicitation  of proposals to enter into the  transactions  contemplated by this\nAgreement,  such information having been provided for the convenience of Mirant,\nBuyer and Note Buyer in order to assist Mirant,  Buyer and Note Buyer in framing\nits due diligence  efforts.  Mirant,  Buyer and Note Buyer  further  acknowledge\nthat:  (a) Mirant,  Buyer and Note  Buyer,  either  alone or  together  with any\nindividuals  or entities  Mirant,  Buyer or Note Buyer has retained to advise it\nwith  respect  to the  transactions  contemplated  hereby,  have  knowledge  and\nexperience in transactions of this type and in the business of the  Stockholder,\nthe  Company,  the  Holding  Subsidiaries,   Eco  Holdings,  Eco  Ltd.  and  the\nPartnership  and is  therefore  capable  of  evaluating  the risks and merits of\nacquiring  the  Company  Shares;  (b)  it has  relied  on  its  own  independent\ninvestigation,  and  has  not  relied  on  any  information  or  representations\nfurnished by the Stockholder or any  representative  or agent thereof (except as\nspecifically set forth herein), in determining to enter into this Agreement; (c)\nneither the  Stockholder nor any  representative  or agent thereof has given any\ninvestment,  legal or other  advice or  rendered  any  opinion as to whether the\npurchase of the Company Shares is prudent,  and Mirant, Buyer and Note Buyer are\nnot  relying  on  any  representation  or  warranty  by the  Stockholder  or any\nrepresentative  or agent  thereof  except  as set forth in this  Agreement;  (d)\nMirant, Buyer and Note Buyer have conducted extensive due diligence, including a\nreview of the documents contained in a data room prepared by or on behalf of the\n                                       29\n\n\nStockholder ; and (e) the  Stockholder  has made available to Mirant,  Buyer and\nNote Buyer all  documents,  records and books  pertaining  to the  Company,  the\nHolding Subsidiaries,  the Partnership and the Facility that Mirant, Buyer, Note\nBuyer and their  attorneys,  accountants,  advisors have requested,  and Mirant,\nBuyer,  Note Buyer and their  attorneys,  accountants  and advisors have had the\nopportunity  to visit  the  Facility,  and ask  questions  and  receive  answers\nconcerning  the Company,  the Holding  Subsidiaries,  the  Partnership,  and the\nFacility and the terms and conditions of this Agreement. All such questions have\nbeen  answered  to  Mirant's,   Buyer's  and  Note  Buyer's  full  and  complete\nsatisfaction.\n\n         8.7 Disclaimer Regarding Assets. Except as otherwise expressly provided\n             ---------------------------        \nherein, the Stockholder expressly disclaims any representations or warranties of\nany kind or nature, express or implied, as to the condition, value or quality of\nthe assets or operations of the Company, the Holding Subsidiaries, Eco Holdings,\nEco  Ltd.,  the  Partnership,  the  Facility  or the  prospects  (financial  and\notherwise),  risks and other incidents of the Company, the Holding Subsidiaries,\nEco Holdings,  Eco Ltd., the  Partnership or the Facility,  and the  Stockholder\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 the  Company,  the\nHolding  Subsidiaries,  Eco Holdings,  Eco Ltd., the Partnership or the Facility\nin, or their title to, any of their assets, or any part thereof,  or whether the\nCompany, the Holding  Subsidiaries,  Eco Holdings,  Eco Ltd., the Partnership or\nthe Facility possess  sufficient real property or personal property interests to\nown or operate such assets.  Except as expressly provided herein, no schedule or\nexhibit to this Agreement,  nor any other material or information provided by or\ncommunications   made   by  the   Stockholder   or  any  of   their   respective\nrepresentatives will cause or create any warranty, express or implied, as to the\ncondition,  value or quality of such assets.  Without limiting the generality of\nthe  foregoing,  no  representation  or  warranty  is made with  respect  to the\naccuracy of any information provided in any site tours or on any web site, or in\nany meetings  with  management  or other  personnel of the Company,  the Holding\nSubsidiaries,  Eco Holdings,  Eco Ltd., the  Partnership,  the Facility or their\nrespective representatives, except as expressly set forth herein.\n\n         8.8  Modifications,  Amendments  and Waivers.  At any time prior to the\n              ---------------------------------------\nClosing Date or termination of this Agreement, the Stockholder, on the one hand,\nand  Mirant,  Buyer  and Note  Buyer,  on the  other  hand,  may (a)  waive  any\ninaccuracies  in the  representations  and warranties of the other  contained in\nthis Agreement or in any other Transaction Document; and (b) waive compliance by\nthe 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\n             ---------------------\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                                       30\n\n\n         8.10  Governing Law. This Agreement shall be governed by, and construed\n               -------------\nand enforced in accordance with, the internal laws of the State of Texas.\n\n         8.11 Submission to Jurisdiction.  All actions or proceedings arising in\n              --------------------------\nconnection with this Agreement  shall be tried and litigated  exclusively in the\nstate or federal  courts  located in the County of Harris,  State of Texas.  The\naforementioned  choice of venue is intended by the parties to be  mandatory  and\nnot  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  Harris,  State  of  Texas  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,\n               ------------\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\n              ------------------------\nMirant, Buyer and Note Buyer in connection with the transactions contemplated by\nthis  Agreement  shall be borne by Mirant,  Buyer and Note Buyer,  and all fees,\ncosts and expenses  incurred by Stockholder in connection with the  transactions\ncontemplated  by  this  Agreement  shall  be  borne  by  the  Stockholder.   The\nStockholder shall be liable for any fees or commissions payable to Credit Suisse\nFirst Boston  Corporation in connection  with the  transactions  contemplated by\nthis   Agreement  to  the  extent  they  become  due  pursuant  to   contractual\narrangements made by or on behalf of the Stockholder.\n\n         8.14  Attorneys'  Fees.  If Mirant,  Buyer,  Note Buyer or any of their\n               ----------------\nAffiliates,  successors or assigns brings any Action against the  Stockholder or\nany of its  Affiliates,  successors or assigns,  or if the Stockholder or any of\nits Affiliates,  successors or assigns brings any Action against Mirant,  Buyer,\nNote Buyer or any of their  Affiliates,  successors or assigns,  in each case in\nconnection with this  Agreement,  in addition to any damages and costs which the\nprevailing party otherwise would be entitled, the non-prevailing party shall pay\nto the  prevailing  party  its  actual  attorneys'  fees and costs  incurred  in\nbringing and  prosecuting  such Action  and\/or  enforcing  any Decision  granted\ntherein,  all of which shall be deemed to have  accrued on the  commencement  of\nsuch  Action and shall be paid  whether or not such  action is  prosecuted  to a\nDecision. Any Decision entered in such Action shall contain a specific provision\nproviding  for the recovery of attorneys'  fees and costs  incurred in enforcing\nsuch  Decision.  For the purposes of this Section  8.14,  attorneys'  fees shall\n                                          -------------\ninclude,  without limitation,  fees incurred in the following:  (a) postjudgment\nmotions and collection actions; (b) contempt proceedings; (c) garnishment,  levy\n                                       31\n\n\nand debtor and third  party  examinations;  (d)  discovery;  and (e)  bankruptcy\nlitigation.  For purposes of this Section 8.14, the \"prevailing party\" means the\nparty who agrees to dismiss  an action on the other  party's  payment of the sum\nallegedly due or performance of the covenants allegedly breached, or who obtains\nsubstantially  the  relief  sought  by it.  If there are  multiple  claims,  the\nprevailing party shall be determined with respect to each claim separately.  The\nprevailing  party  shall be the party who has  obtained  the  greater  relief in\nconnection with any particular  claim,  although,  with respect to any claim, it\nmay be determined that there is no prevailing party.\n\n         8.15     Joint and  Several  Liability ; Waiver. (a)  Whether   or  not\n                  ------------------------------------    ===\nexpressly  stated  in  this Agreement,  all of Buyer's and Note Buyer's  payment\nobligations under this Agreement are the joint and several obligations of Buyer,\nNote Buyer and Mirant.\n\n                  (b) Without in any manner  limiting the  obligations of either\nMirant, Buyer or Note Buyer hereunder, the Stockholder may, subject to the terms\nand conditions hereof, (i) accept partial payments from either Mirant,  Buyer or\nNote Buyer on account of the obligations; (ii) create new indebtedness or renew,\ncompromise,  extend,  increase,  accelerate  and  otherwise  change the time for\npayment of, or otherwise change the terms of, any of the Transaction  Documents,\nor any part thereof;  (iii) release or substitute  either Mirant,  Buyer or Note\nBuyer,  and  otherwise  deal  with  either  Mirant,  Buyer or Note  Buyer as the\nStockholder  may  determine in accordance  with the terms hereof and  applicable\nlaw; (iv) settle or release,  either by agreement or by operation of law, either\nMirant,Buyer  or Note Buyer;  and (v) proceed  directly  against the property of\neither  Mirant,  Buyer or Note Buyer  without  proceeding  against  the other to\ncollect and recover the full amount of the  obligations or any portion  thereof,\nand each of  Mirant,  Buyer  and Note  Buyer  waives  any right to  require  the\nStockholder  to proceed  against  the other,  or pursue any other  remedy in the\nStockholder's power whatsoever.\n\n                  (c) Each of  Mirant,  Buyer and Note Buyer  hereby  waives any\ndefense  arising by reason of any disability or other defense of the other or by\nreason of the  cessation  from any action of any kind  against  the  other.  The\nStockholder  may,  at its  election,  exercise  any  right or remedy it may have\nagainst either Mirant, Buyer or Note Buyer without affecting or impairing in any\nway the liability of the other hereunder.  The  Stockholder's  rights under this\nAgreement and the other Transaction Documents will be enforceable without regard\nto the  validity,  regularity or  enforceability  of the  obligations  of either\nMirant, Buyer or Note Buyer or any document 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,  Buyer nor Note Buyer shall have any right of  subrogation to any of the\nrights  of the  Stockholder  against  Mirant,  Buyer or Note  Buyer  and each of\nMirant,  Buyer and Note Buyer  waives any right to enforce any remedy  which the\nStockholder now has or may hereafter have against Mirant, Buyer or Note Buyer.\n\n                  (e) Each of Mirant, Buyer and Note Buyer waives all rights and\ndefenses  arising out of an election of remedies by the Stockholder  even though\nthat election of remedies has destroyed Mirant's, Buyer's or Note Buyer's rights\nof subrogation, reimbursement and\/or contribution against the other.\n                                       32\n\n\n         8.16  Further  Assurances.  Upon the  reasonable  request of a party or\n               -------------------\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\n               ------------\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\n\n              [The  remainder  of this page has been  intentionally  left blank;\nsignature page follows.]\n\n                                       33\n\n\n\n\n\n         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this\nAgreement as of the date first written above.\n\n\n\n           BUYER:\n\n           MIRANT ECOELECTRICA INVESTMENTS I, LTD.\n\n\n\n           By:                                                           \n                    -----------------------------------------------------\n\n           Name:                                                         \n                    -----------------------------------------------------\n\n           Title:                                                        \n                    -----------------------------------------------------\n\n\n\n           NOTE BUYER\n\n           MIRANT ECOELECTRICA FINANCE, LTD.\n\n\n\n           By:                                                           \n                    -----------------------------------------------------\n\n           Name:                                        \n                    -----------------------------------------------------\n\n           Title:                                                        \n                    -----------------------------------------------------\n\n\n\n           MIRANT:\n\n           MIRANT CORPORATION\n\n\n\n           By:                                                           \n               ----------------------------------------------------------\n\n           Name:                                                         \n                 --------------------------------------------------------\n\n           Title:                                                        \n                  -------------------------------------------------------\n\n\n\n                                       34\n\n\n           THE STOCKHOLDER:\n\n           ENRON ASSET HOLDINGS, LLC\n\n           By: Enron Finance Management, LLC\n           Its Class A and Managing Member\n\n                    By: Enron Corp.\n                    Its Sole Member\n\n\n\n                    By:                                                  \n                          --------------------------------------------------\n\n                    Name:                                                \n                          ------------------------------------------------\n\n                    Title:                                               \n                          -----------------------------------------------\n \n\n\n\n\n                                       35\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454,8237],"corporate_contracts_industries":[9534,9535],"corporate_contracts_types":[9622,9627],"class_list":["post-43671","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_industries-utilities__gas","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\/43671","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=43671"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43671"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43671"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43671"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}