PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement

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MARUBENI CARIBBEAN POWER HOLDINGS, INC | Mirant Caribbean Holdings, Ltd | Mirant Corporation | MIRANT INTERNATIONAL INVESTMENTS, INC

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Title: PURCHASE AND SALE AGREEMENT
Governing Law: New York Date: 4/18/2007
Law Firm: Latham & Watkins LLP;

PURCHASE AND SALE AGREEMENT, Parties: marubeni caribbean power holdings inc , mirant caribbean holdings ltd , mirant corporation , mirant international investments inc

Exhibit 2.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

by and between

MIRANT INTERNATIONAL INVESTMENTS, INC.

as the Seller

and

MARUBENI CARIBBEAN POWER HOLDINGS, INC.

as the Purchaser

Dated as of April 17, 2007

TABLE OF CONTENTS

1.	DEFINITIONS AND CONSTRUCTION			2
	1.1.	*Definitions*		2
	1.2.	*Certain Terms of Construction*		14

2.	PURCHASE AND SALE AND CLOSING			15
	2.1.	*Purchase and Sale*		15
	2.2.	*Purchase Price*		16
	2.3.	*Closing*		17
	2.4.	*Closing Deliveries by the Seller to the Purchaser*		18
	2.5.	*Closing Deliveries by the Purchaser to the Seller*		19
	2.6.	*Purchase Price Allocation*		20
	2.7.	*Purchaser Security*		20

3.	REPRESENTATIONS AND WARRANTIES OF THE SELLER			21
	3.1.	*Organization and Qualification*		21
	3.2.	*Authority*		21
	3.3.	*Non Contravention, Approvals and Consents*		21
	3.4.	*Capital Stock*		22
	3.5.	*Legal Proceedings*		22
	3.6.	*Brokers*		22

4.	REPRESENTATIONS AND WARRANTIES REGARDING THE PORTFOLIO COMPANIES			22
	4.1.	*Organization and Qualification*		23
	4.2.	*Capital Stock*		23
	4.3.	*Non-Contravention, Approvals and Consents*		24
	4.4.	*Financial Statements*		24
	4.5.	*Absence of Certain Changes and Events; Absence of Undisclosed Liabilities*		25
	4.6.	*Legal Proceedings*		25
	4.7.	*Permits; Compliance With Laws*		25
	4.8.	*Material Contracts*		25
	4.9.	*Taxes*		26
	4.10.	*Employee Benefit Plans*		26
	4.11.	*Labor Matters*		27
	4.12.	*Environmental Matters*		27
	4.13.	*Intellectual Property*		28
	4.14.	*Insurance*		28
	4.15.	*Real Property*		28
	4.16.	*Affiliate Contracts*		29
	4.17.	*Title to Assets*		29
	4.18.	*Information*		29
	4.19.	*Schedules Complete*		29

5.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			29
	5.1.		*Organization*	29
	5.2.		*Authority Relative to This Agreement; Enforceability*	29
	5.3.		*Non-Contravention; Approvals and Consents*	30
	5.4.		*Legal Proceedings; Compliance with Laws*	30
	5.5.		*Financing*	30
	5.6.		*Brokers or Finders*	31
	5.7.		*Acquisition as Investment*	31

	5.8.	*Financial Resources*			31
	5.9.	*No Conflicting Consents*			31
	5.10.	*Independent Investigation; Acknowledgement*			31
	5.11.	*Business Conflicts*			32

6.	COVENANTS				32
	6.1.	*Regulatory and Other Approvals*			32
	6.2.	*Interim Period Information and Access of the Purchaser*			35
	6.3.	*Interim Period Restrictions on the Seller*			36
	6.4.	*Resignation of Managers and Officers*			39
	6.5.	*Use of Certain Names*			39
	6.6.	*Support Obligations*			40
	6.7.	*Further Assurances*			41
	6.8.	*Employee Obligations*			41
	6.9.	*Employee Benefit Matters*			42
	6.10.	*Certain Other Terms*			42
	6.11.	*Insurance*			43
	6.12.	*Seller’s Covenants Relating to the Closing Conditions*			44
	6.13.	*Purchaser’s Covenants Relating to the Closing Conditions*			45
	6.14.	*Supplements to Company Schedules*			45
	6.15.	*Transition Services*			45
	6.16.	*Risk of Loss*			46
	6.17.	*No Solicitation*			46

7.	TAX AND FINANCIAL INFORMATION MATTERS				46
	7.1.		*Preparation and Filing of Tax Returns*		46
	7.2.		*Access to Information*		49
	7.3.		*Indemnification by the Seller*		50
	7.4.		*Indemnification by the Purchaser*		51
	7.5.		*Tax Claim Procedures*		51
	7.6.		*Conflicts*		53

8.	THE PURCHASER’S CONDITIONS TO CLOSING				53
	8.1.		*Representations and Warranties*		53
	8.2.		*Performance*		53
	8.3.		*Deliveries*		53
	8.4.		*Orders and Laws*		54
	8.5.		*Consent and Approval Requirements*		54
	8.6.		*Material Adverse Effect*		54

9.	THE SELLER’S CONDITIONS TO CLOSING				54
	9.1.		*Representations and Warranties*		54
	9.2.		*Performance*		54
	9.3.		*Deliveries*		54
	9.4.		*Orders and Laws*		54
	9.5.		*Approval Requirements*		54

10.	TERMINATION				54
	10.1.		*Termination*		54
	10.2.		*Effect of Termination*		55

11.	INDEMNIFICATION, LIMITATIONS OF LIABILITY, WAIVERS, MEDIATION AND COURT ADJUDICATION				56
	11.1.			*Indemnification*	56
	11.2.			*Limitations of Liability*	57
	11.3.			*Limited Claim Period*	58

	11.4.	*Waiver of Remedies*	58
	11.5.	*Dispute Resolution*	59
	11.6.	*Procedure for Indemnification – Third-Party Claims*	59

12.	MISCELLANEOUS		60
	12.1.	*Notices*	60
	12.2.	*Entire Agreement*	61
	12.3.	*Expenses*	61
	12.4.	*Public Announcements*	61
	12.5.	*Confidential Information*	62
	12.6.	*Disclosure*	63
	12.7.	*Waiver*	63
	12.8.	*Amendment*	63
	12.9.	*No Third Party Beneficiary*	63
	12.10.	*Assignment; Binding Effect*	63
	12.11.	*Headings*	64
	12.12.	*Invalid Provisions*	64
	12.13.	*Counterparts; Facsimile*	64
	12.14.	*Governing Law; Venue; and Jurisdiction*	64
	12.15.	*Attorneys’ Fees*	65

ATTACHMENTS, EXHIBITS AND SCHEDULES

ATTACHMENTS

Attachment I	-	Portfolio Companies
Attachment II	-	Form of [Estimated][Final] Purchase Price Adjustment Statement
Attachment III	-	Portfolio Segment Base Purchase Prices

EXHIBITS

Exhibit A-1	-	Form of Letter of Credit for Purchaser Security
Exhibit B	-	Form of the Seller’s Counsel Opinion(s)
Exhibit C	-	Form of the Purchaser’s Counsel Opinion(s)
Exhibit D	-	Form of the Purchaser’s Notice
Exhibit E-1	-	Form of the Seller Parent Guaranty
Exhibit E-2	-	Form of the Purchaser Parent Guaranty
Exhibit F	-	Additional Defined Terms

SCHEDULES

Schedule 1.1(a)	-	Knowledge of the Seller’s Officers
Schedule 1.1(b)	-	Permitted Liens of the Seller
Schedule 2.6	-	Purchase Price Allocations
Schedule 3.3(a)	-	The Seller Approval Requirements
Schedule 3.3(a)	-	The Seller Consent Requirements
Schedule 5.3(c)	-	The Purchaser Approval Requirements

iii

Schedule 6.1(c)	-	Agreed Filings
Schedule 6.10	-	Terminated Contracts

COMPANY SCHEDULES

Company Schedule 1	-	Mirant Caribbean Holdings, Ltd. (Cayman Islands)
Company Schedule 2	-	Mirant JPSCO Development Services, LLC (Delaware)
Company Schedule 3	-	Mirant Caribbean Services, LLC (Delaware)
Company Schedule 4	-	Mirant Americas Holdings, LLC (Delaware)
Company Schedule 5	-	Mirant (British Virgin Islands) II Investments, Ltd. (BVI)
Company Schedule 6	-	Mirant JPSCO II Investments, Limited (Jamaica)
Company Schedule 7	-	Mirant JPSCO I Investments, Limited (Jamaica)
Company Schedule 8	-	Mirant (British Virgin Islands) I Investments, Ltd. (BVI)
Company Schedule 9	-	Mirant JPSCO (Barbados) SRL (Barbados)
Company Schedule 10	-	Jamaica Public Service Company Limited (Jamaica)
Company Schedule 11	-	Mirant Bahamas Investments Limited (Bahamas)
Company Schedule 12	-	Mirant Grand Bahama Limited (Bahamas)
Company Schedule 13	-	ICD Utilities Limited (Bahamas)
Company Schedule 14	-	Grand Bahama Power Company Limited (Bahamas)
Company Schedule 15	-	Mirant Trinidad Investments, LLC (Delaware)
Company Schedule 16	-	Power Generation Company Trinidad and Tobago Limited
		(Trinidad and Tobago)
Company Schedule 17	-	Mirant Curaçao Investments, Ltd. (BVI)
Company Schedule 18	-	Curaçao Energy Company, Ltd. (Cayman Islands)
Company Schedule 19	-	CUC Holdings, N.V. (Netherlands Antilles)
Company Schedule 20	-	Curaçao Utilities Company N.V. (Netherlands Antilles)
Company Schedule 21	-	Curaçao Utilities Operating Company N.V.
		(Netherlands Antilles)
Company Schedule 22	-	Integrated Utility Holdings Company, N.V.
		(Netherlands Antilles)
Company Schedule 23	-	Mirant West Indies Investments, Ltd. (BVI)
Company Schedule 24	-	Mirant JPSCO Finance Ltd. (BVI)

PURCHASE AND SALE AGREEMENT

Dated as of April 17, 2007

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated as of April 17, 2007 (the “ Effective Date ”), is made and entered into by and between MIRANT INTERNATIONAL INVESTMENTS, INC., a corporation formed under the laws of the State of Delaware (the “ Seller ”), and MARUBENI CARIBBEAN POWER HOLDINGS, INC., a corporation formed under the laws of the State of Delaware (the “ Purchaser ”) (each, a “ Party ,” and collectively, the “ Parties ”).

RECITALS

The Seller is the sole record and beneficial owner of all of the issued and outstanding capital stock (the “ MCH Stock ”) of Mirant Caribbean Holdings, Ltd., a corporation existing under the laws of The Commonwealth of The Bahamas (“ MCH ”).

MCH owns, directly and indirectly, all or part of the capital stock of the companies set forth in Attachment I hereto, in each case to the extent set forth therein (the “ MCH Subsidiaries ” and the “ Designated Companies ,” as therein specified), which companies represent four Portfolio Segments (as defined below) and related holding companies in the MCH Group (as defined below).

The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase and acquire from the Seller, the MCH Stock (including MCH’s direct and indirect interests in the Portfolio Segments) in the form of a Comprehensive Closing (as defined below), on the terms and subject to the conditions hereinafter set forth. Such terms and conditions include, in certain circumstances, the possible sale of Portfolio Segments separate from the MCH Stock.

Concurrently herewith, Mirant Corporation, a corporation formed under the laws of the State of Delaware (the “ Seller Parent ”) is entering into the Seller Parent Guaranty (as defined below) pursuant to which the Seller Parent has agreed to guaranty the payment obligations of the Seller hereunder.

The Seller and the Purchaser are entering into this Agreement to evidence their respective duties, obligations and responsibilities in respect of the purchase and sale of the Portfolio Segments contemplated hereby (the “ Transaction ”).

STATEMENT OF AGREEMENT

Now, therefore, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION

1.1. Definitions . As used in this Agreement, the following capitalized terms shall have the meanings assigned in this Section 1.1 (such meanings to be applicable, as appropriate, to the singular and plural forms of such terms).

“ 1933 Act ” has the meaning assigned to such term in Section 5.7 .

“ Affiliate ” means any Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, by Contract or otherwise. For the avoidance of doubt, (a) with respect to a corporation, partnership or limited liability company, the term “ Affiliate ” includes any circumstance where a Person has direct or indirect ownership of more than 50.0% of the voting securities in such corporation or of the voting interest in a partnership or limited liability company, and (b) in the case of the Seller, the term “ Affiliate ” does not include CEC, CUC Holdings, N.V., or Curaçao Utilities Company N.V.

“ After Tax Amount ” has the meaning assigned to such term in Section 7.1(e) .

“ Aggregate Base Purchase Price ” means, on any date of determination, the aggregate of the Segment Base Purchase Prices of the Transferred Interests as of such date.

“ Agreed Filings ” has the meaning assigned to such term in Section 6.1(d) .

“ Agreement ” means this Purchase and Sale Agreement, together with the Attachments, Exhibits, and Schedules hereto.

“ Applicable Accounting Standards” means, for each Portfolio Company, GAAP or IFRS, as set forth in the corresponding Company Schedule.

“ Applicable Laws ” means all Laws that apply to the Seller, the Purchaser, the Portfolio Companies, this Agreement, or the Transaction.

“ Assets ” of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

“ Audited Company Financial Statements ” means, for each of those certain Portfolio Companies specified in Section 6.12 , the audited year-end consolidated balance sheets and the related statements of income, change in stockholders’ equity and cash flows (including, in each case, accompanying notes thereto) of such Portfolio Company for the fiscal year-end referred to in its Company Schedule, as delivered to the Purchaser pursuant to Section 6.12 .

“ Available Employees ” has the meaning assigned to such term in Section 6.8(a).

“ Bahamas Segment ” means the direct and indirect interests of MCH in the following Portfolio Companies:

(a) Mirant Bahamas Investments Limited

(b) Mirant Grand Bahama Limited;

(d) Grand Bahama Power Company Limited.

“ Benefit Plan ” means any employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, retirement or other benefit plan, program, agreement or arrangement maintained, contributed to or required to be contributed to within the past five years for the benefit of past or present employees, directors, or consultants of any Portfolio Company, or, with respect to which any Portfolio Company may be reasonably expected to have any liability.

“ Break-Up Fee ” has the meaning assigned to such term in Section 10.2(b) .

“ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the City of New York, New York are authorized or obligated to close.

“ CEC ” means Curaçao Energy Company, Ltd., an exempted company limited by shares organized and existing under the laws of the Cayman Islands.

“ Change of Control Offer ” and “ Change of Control Payment Date ” each has the meaning assigned to such term in the JPS Indenture.

“ Charter Documents ” means with respect to any Person, the articles of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, or such other organizational documents of such Person, including those that are required to be registered or kept in the place of incorporation, organization or formation of such Person and which establish the legal personality of such Person.

“ Claim ” means any demand, claim, action, or investigation, subject to mediation, arbitration, court or other legal proceeding (whether at law or in equity).

“ Closing ” means a closing for a Portfolio Segment contemplated by this Agreement, as provided for in Section 2.3 .

“ Closing Conditions ” means, with respect to each Portfolio Segment, the corresponding conditions set forth in Articles 8 and 9 .

“ Closing Date ” means the date on which a Closing occurs, as provided for in Section 2.3 .

“ Closing Payment ” has the meaning assigned to such term in Section 2.2(b) .

“ Code ” means the Internal Revenue Code of 1986 , as amended, or any successor statute thereto, and as interpreted as of the Effective Date or as of the Closing Date, as the case may be.

“ Company Employees ” has the meaning assigned to such term in Section 6.9 .

“ Company Financial Statements ” means, for each Portfolio Company:

(a) in the context of the representations and warranties set forth in Sections 4.4 and 4.5 made as of the date hereof, the Unaudited Company Financial Statements; and

(b) in all other contexts (i) for each of those Portfolio Companies specified in Section 6.12 , the Audited Company Financial Statements for such Portfolio Company and (ii) for each other Portfolio Company, the Unaudited Company Financial Statements for such Portfolio Company.

“ Company Materiality Standard ” means, for each Portfolio Company, the individual and aggregate materiality threshold, expressed in Dollars, specified in the corresponding Company Schedule.

“ Company Schedule ” means, for each Portfolio Company, the corresponding Company Schedule attached hereto.

“ Comprehensive Closing ” has the meaning assigned to such term in Section 2.3(b) .

“ Contract ” means any written contract, lease, license, evidence of indebtedness, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other written and legally binding arrangement.

“ Credit Rating ” means, with respect to any Person, each rating given to such Person’s long-term unsecured debt obligations by S&P or Moody’s as applicable, and any successors thereto.

“ Curaçao Segment ” means the direct and indirect interest of MCH in the following Portfolio Companies:

(a) Mirant Curaçao Investments, Ltd.;

(b) CEC;

(d) Curaçao Utilities Company N.V.;

(e) Curaçao Utilities Operating Company N.V.; and

(f) Integrated Utility Holdings Company N.V.

“ Deductible Amount ” has the meaning assigned to such term in Section 11.2(c) .

“ Designated Companies ” has the meaning assigned to such term in the recitals to this Agreement.

“ Dispute ” has the meaning assigned to such term in Section 11.5 .

“ Dispute Notice ” has the meaning assigned to such term in Section 2.2(d)(ii) .

“ Dollars ” or “ $ ” means dollars in lawful currency of the United States.

“ Effective Date ” has the meaning assigned to such term in the introduction of this Agreement.

“ Enumerated Sections ” has the meaning assigned to such term in Section 11.2(d) .

“ Environmental Claim ” means any administrative, regulatory or judicial action, suit, demand, demand letter, directive, Claim, lien, investigation, proceeding or written notice of noncompliance, liability or violation by any Person (including, but not limited to, any Governmental Authority) alleging potential liability (including, without limitation, potential responsibility or liability for enforcement, investigatory costs, cleanup costs, governmental response costs, removal costs, remedial costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from: (a) the presence, Release or threatened Release into the environment, of any Hazardous Materials at any location, whether or not owned, operated, leased or managed by a Person or any other harm or injury to a Person, property or the environment resulting from environmental matters associated with operations at any real property owned or operated by a Person; or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“ Environmental Law ” means any and all Applicable Laws binding on the Portfolio Companies and their Assets relating to pollution or protection of the environment, plants, animals, natural resources or human health and safety, as the same may be amended or adopted, including, without limitation, Laws relating to Releases or threatened Releases of Hazardous Materials (including, without limitation, Releases to ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Materials, and all similar Laws established by the respective Governmental Authority having jurisdiction over the site at which the Portfolio Companies are located or otherwise applicable to the Portfolio Companies. The term “ Environmental Law ” does not include any changes in Laws occurring after the Closing Date.

“ Environmental Permits ” has the meaning assigned to such term in Section 4.12(a)(ii) .

“ Estimated Purchase Price Adjustment ” has the meaning assigned to such term in Section 2.2(c) .

“ Estimated Purchase Price Adjustment Statement ” has the meaning assigned to such term in Section 2.2(c) .

“ Final Purchase Price Adjustment Statement ” has the meaning assigned to such term in Section 2.2(d) .

“ Funding Obligations ” has the meaning assigned to such term in Section 5.8 .

“ Funds ” has the meaning assigned to such term in Section 5.8 .

“ GAAP ” means generally accepted accounting principles in the United States of America applied on a consistent basis.

“ Governmental Authority ” means (a) any sovereign, federal, state or local government; (b) any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or custodial authority or power with respect to Taxes; and (c) any court or governmental tribunal; provided, however , that it does not include the Purchaser, the Seller, any Affiliate thereof, or any of their respective successors-in-interest, or any owner or operator of the Portfolio Companies (if otherwise a Governmental Authority) to the extent acting solely in such capacity.

“ Hazardous Material ” means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls; (b) any chemicals, materials or substances which are now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or words of similar import, under any Environmental Law; and (c) any other chemical, substance or waste, exposure to which is now prohibited, limited or regulated under any Environmental Law in a jurisdiction in which any Portfolio Company operates or any jurisdiction which has received such chemical, substance or waste from a Portfolio Company.

“ Hired Employee ” has the meaning assigned to such term in Section 6.8(b).

“ IFRS ” means the International Financial Reporting Standards, as adopted by the International Accounting Standards Board (including the predecessor International Accounting Standards and all relevant interpretations), in each case consistently applied.

“ Indemnified Party ” has the meaning assigned to such term in Section 11.6 .

“ Indemnifying Party ” has the meaning assigned to such term in Section 11.6 .

“ Independent Accountants ” means an internationally recognized firm of accountants appointed as mutually agreed by the Parties.

“ Initial Dispute Resolution Period ” has the meaning assigned to such term in Section 11.5 .

“ Intellectual Property ” means the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights, and registrations and applications for registration thereof; (b) trademarks, service marks, trade names, slogans, domain names, logos and trade dress, and registrations and applications for registrations thereof; (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom; and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“ Interim Period ” has the meaning assigned to such term in Section 6.1 .

“ Interim Unaudited Company Financial Statements ” means, for each Portfolio Company, the unaudited quarter-end consolidated balance sheets and the related statements of income, change in stockholders’ equity and cash flows (including, in each case, accompanying notes thereto) of such Portfolio Company for the quarter-end referred to in its Company Schedule.

“ Jamaica Expansion Project ” means that certain 150 MW project expected, as of the Effective Date, to be constructed at the Old Harbour facility of JPS or any alternate project that is intended to provide equivalent capacity.

“ Jamaica Segment ” means the direct and indirect interests of MCH in the following Portfolio Companies:

(a) Mirant Americas Holdings, LLC;

(b) Mirant West Indies Investments, Ltd.;

(d) Mirant JPSCO II Investments, Limited;

(e) Mirant JPSCO I Investments, Limited;

(f) Mirant (British Virgin Islands) I Investments, Ltd.;

(g) Mirant JPSCO Finance Ltd.;

(h) Mirant JPSCO (Barbados) SRL; and

(i) JPS;

provided , that Seller may on or prior to the Closing for the Jamaica Segment, in its sole discretion so long as no material expense or Tax that is not reflected in the computation of the Purchase Price Adjustment shall result therefrom, (i) elect to dissolve, unwind or eliminate through consolidation, merger or otherwise either or both of the entities referred to in clauses (b) and (g), above, in which case such entity or entities (as the case may be) shall cease to be part of the Jamaica Segment for all purposes under this Agreement and (ii) elect to include the MCH Group in the Jamaica Segment pursuant to Section 6.3(b)(iv) .

“ JPS ” means Jamaica Public Service Company Limited, a company limited by shares organized and existing under the laws of Jamaica.

“ JPS Indenture ” means that certain indenture relating to 11.00% Senior Notes due 2016 among JPS, Mirant JPSCO Finance Ltd. and Deutsche Bank Trust Company Americas (as Trustee) dated as of July 6, 2006.

“ Knowledge ” means, with respect to (a) the Seller, the current knowledge (as opposed to any constructive or imputed knowledge) of the individuals listed on Schedule 1.1(a) , as of the Effective Date (or, with respect to each officer’s certificate delivered pursuant to Section 2.4(c) , the respective Closing Date of such certificate), after reasonable inquiry, and (b) the Purchaser, the current knowledge (as opposed to any constructive or imputed knowledge) of the individuals listed on Schedule 1.1(a), as of the Effective Date (or, with respect to each officer’s certificate delivered pursuant to Section 2.5(c) , the respective Closing Date of such certificate).

“ Laws ” means all laws, statutes, rules, regulations, ordinances, decisions and other pronouncements having the effect of law of any Governmental Authority.

“ Lien ” means any mortgage, pledge, assessment, security interest, charge, lien, option, purchase right or other encumbrance.

“ Losses ” means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, costs and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any Claim, default or assessment), but only to the extent such losses are not covered by insurance or otherwise reasonably recoverable from third parties and are net of any associated costs and benefits arising solely from such loss, including any associated Tax costs and benefits. Tax costs and Tax benefits shall be measured by the amount of accrued or actual net Tax savings (including Tax refunds, received from a Governmental Authority) or Tax costs realized at the time of realization. For all purposes in this Agreement, the term “Losses” does not include any Non-reimbursable Damages; provided that Losses shall include any reasonable attorneys’ fees and expenses incurred in connection with such recovery.

“ Material Adverse Effect ” means on any date of determination, (a) any event, circumstance or condition materially impairing, or that can reasonably be expected materially to impair, a Party’s authority, right, or ability to consummate all or part of the Transaction, or (b) any change in, or effect on, the Seller or any of the Portfolio Companies that is, or that can reasonably be expected to be, materially adverse to the business, Assets, financial condition or results of operations of the Portfolio Companies; provided , that:

(i) no such event, circumstance, condition, change or effect relating to a Portfolio Segment that is not, and will not on the date of determination become, a Transferred Interest shall constitute a Material Adverse Effect with respect to any Portfolio Segment that is, or will on the date of determination become, a Transferred Interest;

(ii) no such change or effect referred to in clause (b) above with respect to a Portfolio Company shall constitute a Material Adverse Effect unless such change or effect, on (and after giving effect to) the proposed Closing Date for such Portfolio Company or such later date of determination, relates to the business, Assets, financial condition or results of operations of all the Transferred Interests, taken as a whole;

(iii) any effect resulting from any of the following shall not be considered when determining whether a Material Adverse Effect has occurred: (A) changes in financial, securities or currency markets, changes in prevailing interest rates or foreign exchange rates, changes in general economic conditions, changes in electricity, gas, coal or other fuel supply and transmission and transportation markets, including changes to market prices for electricity, coal, steam, natural gas or other commodities, (B) effects of weather or meteorological events to the extent that such change generally affects electric generating facilities or integrated electric utilities, as applicable, located in the jurisdiction of such affected Portfolio Company, (C) changes in Law, or changes in interpretation thereof by, any Governmental Authority or changes in regulatory conditions in the jurisdiction in which the Seller or such Portfolio Company is organized or operates to the extent that such change generally affects electric generating facilities or integrated electric utilities, as applicable, located in such jurisdiction, (D) events or changes that are consequences of hostility, terrorist activity, acts of war or acts of public enemies to the extent that such change generally affects electric generating facilities or integrated electric utilities, as applicable, located in the jurisdiction in which the Seller or such Portfolio Company is organized or operates, (E) changes in accounting standards, principles or interpretations, (F) events or changes that are consequences of the negotiation, announcement, or pendency of this Agreement or the transactions contemplated by this Agreement or any action by the Seller or any of its Affiliates required by this Agreement, or (G) actions taken or not taken at the written request of the Purchaser or with the Purchaser’s written consent.

“ Material Contract ” means, in the context of any Portfolio Company, any of the following that (i) individually exceeds the individual Company Materiality Standard, or (ii) in the aggregate within each designated category below exceeds the aggregate Company Materiality Standard, in each case as set forth in the Company Schedule for such Portfolio Company:

(a) Contracts for the future purchase, exchange or sale of natural gas, coal, fuel oil, refinery oil, and asphalt;

(b) Contracts for the future purchase, exchange or sale of electric power or ancillary services;

(d) Contracts for the future transportation of natural gas, coal, fuel oil, refinery oil, and asphalt;

(e) Contracts for the future transmission of electric power;

(f) interconnection Contracts;

(g) Contracts: (i) for the sale or purchase of any Asset outside of the ordinary course of business; or (ii) that grant a right or option to purchase any Asset outside of the ordinary course of business;

(h) Contracts for the future provision of goods or services to the Seller, a Non-MCH Affiliate, or a Portfolio Company;

(i) Contracts under which a Portfolio Company has created, incurred, assumed or guaranteed (or agreed to the creation, incurring, assumption or guaranty of) any outstanding indebtedness for, borrowed money or any capitalized lease obligation, or under which it has imposed a security interest or Lien on any of its Assets, tangible or intangible, which security interest secures outstanding indebtedness for borrowed money;

(j) Contracts of guaranty, surety or indemnification, direct or indirect, by any Portfolio Company relating to the obligations of another Person, and Contracts in connection with Support Obligations;

(k) outstanding futures, swap, collar, put, call, floor, cap, option or other Contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including electric power, gas, coal, fuel oil or securities;

(l) Contracts that purport to limit the freedom to compete of the Portfolio Companies in any line of business or in any geographic area;

(m) shareholder, partnership, joint venture or limited liability company agreements;

(n) Contracts transferring, conveying, granting, leasing or assigning an interest in real property by or to such Portfolio Company;

(o) any Contract for the settlement or discharge of liability in connection with any legal action, arbitration, mediation, litigation or other dispute resolution proceeding to which such Portfolio Company is a party;

(p) any Contract between or among a Portfolio Company, on the one hand, and one or more of Seller and a Non-MCH Affiliate, on the other hand; and

(q) each power of attorney which is currently effective and outstanding and pertains to the signing or execution of any of the foregoing Contracts.

“ MCH ” has the meaning assigned to such term in the recitals to this Agreement.

“ MCH Companies ” means MCH and the MCH Subsidiaries.

“ MCH Group ” means MCH and its direct and indirect interests in the following Portfolio Companies:

(a) Mirant JPSCO Development Services, LLC; and

(b) Mirant Caribbean Services, LLC;

provided , that the Seller may on or prior to the Closing for the MCH Group, in its sole discretion so long as no material expense or Tax that is not reflected in the computation of the Purchase Price Adjustment shall result therefrom, elect to dissolve, unwind or eliminate through consolidation, merger or otherwise either or both of the entities referred to in clauses (a) and (b), above, in which case such entity or entities (as the case may be) shall cease to be part of the MCH Group for all purposes under this Agreement.

“ MCH Subsidiaries ” has the meaning assigned to such term in the recitals to this Agreement.

“ MCH Stock ” has the meaning assigned to such term in the recitals to this Agreement.

“ Moody’s ” means Moody’s Investors Services, Inc.

“ Net Tax Liability ” means, in respect of any Tax liability of an MCH Company:

(a) the amount of such Tax liability reduced by (i) the amount, if any, by which other Taxes of such MCH Company, in such jurisdiction, are actually reduced in the same Tax year as a result of such Tax liability and (ii) the amounts, if any, reasonably recoverable in respect of such Tax liability from third parties (including, without limitation, amounts reasonably recoverable through proper claims or applications under tariffs or power purchase agreements); multiplied by

(b) the percentage ownership interest (expressed as a decimal amount) of the Transferred Interest in that MCH Company (as set forth in Attachment I ),

“ Net Tax Refund ” means, in respect of any Tax refund received by the Purchaser or an MCH Company:

(a) the amount of such Tax refund (net of all costs of prosecution and collection) multiplied by

(b) 100% (in the case of the Purchaser) or the percentage ownership interest (as set forth in Attachment I , expressed as a decimal amount) of the Transferred Interest (in the case of an MCH Company).

“ Non-MCH Affiliate ” means any Affiliate of the Seller, other than the Portfolio Companies.

“ Non-reimbursable Damages ” has the meaning assigned to such term in Section 11.4(b) .

“ Options ” has the meaning assigned to such term in Section 3.4.

“ Party ” or “ Parties ” means each or both of the Purchaser and the Seller, as set forth in the introduction of this Agreement.

“ Permits ” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted by a Governmental Authority.

“ Permitted Lien ” means (a) any Lien for Taxes and other governmental charges and assessments not yet due or delinquent or being contested in good faith by appropriate proceedings; (b) any Lien arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested in good faith by the Seller or the Portfolio Companies; (c) any other Lien affecting title to real property that does not materially adversely affect the use or value (in respect of its current use) of the real property; (d) zoning, planning, and other similar limitations and restrictions, all rights of any Governmental Authority to regulate real property; (e) the terms and conditions of any Material Contracts; (f) any Lien on property of a Portfolio Company to be released on or prior to the Closing at which such Portfolio Company becomes a Transferred Interest; and (g) the Liens set out in Schedule 1.1(b) or in the Company Schedules.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“ Phase I Testing ” means a Phase I Environmental Site Assessment generally consistent with the practice set forth in ASTM E 1527-05, provided such assessment shall not include any testing, including without limitation, testing of the soils, water, groundwater, air or building materials.

“ Portfolio Companies ” means the MCH Companies and the Designated Companies.

“ Portfolio Segment ” means any of the Bahamas Segment, the Curaçao Segment, the Jamaica Segment or the Trinidad Segment, and “ Portfolio Segments ” means all of the foregoing; provided , that, in the case of the Closing for the fourth and final Portfolio Segment, the MCH Group shall be deemed for all purposes under this Agreement to be a part of such Portfolio Segment.

“ Post-Closing Payment ” means a final payment from the Purchaser to the Seller, or from the Seller to the Purchaser, in connection with the Closing for a Portfolio Segment as determined in accordance with Attachment II hereto, equal to the difference between the Estimated Purchase Price Adjustment and the final determination of the Purchase Price Adjustment.

“ Pre-Closing Tax Period ” has the meaning assigned to such term in Section 7.1(b)(iii).

“ Purchase Price ” means, with respect to a Portfolio Segment, the sum of the Segment Base Purchase Price plus or minus (as the case may be) the Purchase Price Adjustment.

“ Purchase Price Adjustment ” has the meaning assigned to such term in Attachment II hereto.

“ Purchaser ” has the meaning assigned to such term in the introduction to this Agreement.

“ Purchaser Approval Requirements ” has the meaning assigned to such term in Section 5.3(b) .

“ Purchaser Parent ” means Marubeni Corporation.

“ Purchaser Parent Guaranty ” means a guaranty dated the date hereof, in substantially the form of Exhibit E-2 hereto, made by the Purchaser Parent in favor of the Seller.

“ Purchaser Security ” has the meaning assigned to such term in Section 2.7 .

“ Release ” means any release, spill, emission, migration, leaking, leaching, pumping, injection, deposit, disposal or discharge.

“ Representatives ” means, with respect to a Person, such Person’s officers, directors, employees, counsel, accountants, financial advisers, lenders, investors or consultants.

“ Retained Liabilities ” means the amounts due and owing by any Portfolio Company or an Affiliate of the Seller as of the applicable Closing under the Support Obligations, or the liability of any Portfolio Company or an Affiliate of the Seller arising under any Support Obligation as a result of facts or circumstances that have occurred prior to the applicable Closing.

“ S&P ” means Standard & Poor’s Rating Group (a division of McGraw Hill, Inc.).

“ Schedules ” means the disclosure schedules (including the Company Schedules) prepared by the Seller and attached to this Agreement. Capitalized terms used in a Schedule and not otherwise defined herein or in such Schedule shall have the meanings assigned to such terms in Exhibit F.

“ Segment Base Purchase Price ” means, for each Portfolio Segment, the corresponding Dollar amount set forth on Attachment III.

“ Seller ” has the meaning assigned to such term in the introduction to this Agreement.

“ Seller Approval Requirements ” has the meaning assigned to such term in Section 3.3(a) .

“ Seller Consent Requirements ” has the meaning assigned to such term in Section 3.3(a) .

“ Seller Marks ” has the meaning assigned to such term in Section 6.5(a) .

“ Seller Parent ” has the meaning assigned to such term in the introduction to this Agreement.

“ Seller Parent Guaranty ” means a guaranty dated the date hereof, in substantially the form of Exhibit E-1 hereto, made by the Seller Parent in favor of the Purchaser.

“ Specified Rate ” means in respect of any obligation hereunder, an interest rate per annum equal to the rate for deposits in Dollars for a period of three months offered by major banks in the London interbank market that appears in The Wall Street Journal (or if such rate does not appear on such date, such rate as it appears in The Financial Times of London on such date) determined as of the date such obligation commences to accrue hereunder (or if such date is not a Business Day, on the next preceding Business Day on which such quote is available).

“ Straddle Period ” has the meaning assigned to such term in Section 7.1(b)(iii) .

“ Support Obligations ” has the meaning assigned to such term in Section 6.6(a) .

“ Target Closing Date ” means June 15, 2007.

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, ad valorem, sales and use, employment, social security, disability, occupation, property, severance, value added, transfer, capital stock, excise or other taxes of any kind whatsoever imposed by or on behalf of any Taxing Authority, including any taxes imposed on such Person as Transferor, successor, by Contract or otherwise and including any interest, penalty, or addition thereto.

“ Tax Claim ” has the meaning assigned to such term in Section 7.5(a).

“ Tax Indemnification Agreement ” means that certain Tax Indemnification Agreement dated as of September 1, 2000 by and among the Southern Company and its Affiliated Companies and Southern Energy, Inc. and its Affiliated Companies.

“ Tax Indemnified Party ” has the meaning ascribed in Section 7.5(a).

“ Tax Indemnifying Party ” has the meaning ascribed in Section 7.5(a).

“ Tax Liability Amount ” means, in respect of any Tax liability of an MCH Company:

(a) the Net Tax Liability of such Tax liability; less

(b) the amount of any offsetting tax deductions, credits or other Tax benefits actually received by the Purchaser as a result of such Tax liability, plus

(c) all costs and expenses, including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of the Purchaser or such MCH Company, arising out of or related to the prosecution of any related Tax Claim.

“ Tax Return ” means any return, report, information return, declaration, claim for refund, or other document, together with all amendments and supplements thereto (including all related or supporting information), required to be filed with any Governmental Authority responsible for the administration of Applicable Laws governing Taxes.

“ Taxing Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Terminated Contracts ” has the meaning assigned to such term in Section 6.10(a) .

“ Termination Date ” means, for each Portfolio Segment, such date determined pursuant to Section 10.1 on which the Parties’ obligations for such Portfolio Segment shall terminate.

“ Transaction ” has the meaning set forth in the recitals to this Agreement.

“ Transfer Taxes ” has the meaning assigned to such term in Section 7.1(a) .

“ Transferor ” means (a) with respect to a Comprehensive Closing, the Seller, and (b) with respect to a Closing (other than a Comprehensive Closing) for a Portfolio Segment, that Portfolio

Company that is the holder of record of all of the capital stock of the Transferred Segment Holding Company.

“ Transferred Interest ” means, as of any date of determination, after giving effect to all Closings made or to be made on or before such date, any Portfolio Company included in a Portfolio Segment transferred to the Purchaser hereunder as of such date, and “ Transferred Interests ” means the aggregate of all such Portfolio Companies as of such date. For the avoidance of doubt, the Parties acknowledge that only the direct and indirect interests of the Seller included in such Portfolio Segment are being transferred to the Purchaser.

“ Transferred Segment Holding Company ” means (a) with respect to a Comprehensive Closing, MCH, and (b) with respect to a Closing (other than a Comprehensive Closing) for a Portfolio Segment:

(i) in the case of the Bahamas Segment, Mirant Bahamas Investments Limited;

(ii) in the case of the Curaçao Segment, Mirant Curaçao Investments, Ltd.;

(iii) in the case of the Jamaica Segment, at the discretion of the Seller, either Mirant Americas Holdings, LLC or, subject to Section 6.3(b)(iv) , MCH; and

(iv) in the case of the Trinidad Segment, Mirant Trinidad Investments, LLC;

provided, that if MCH is not the Transferred Segment Holding Company for the Jamaica Segment, then the Transferred Segment Holding Company in the context of the Closing (if any) for the fourth and final Portfolio Segment shall be MCH.

“ Transferred Stock ” means , with respect to a Transferred Segment Holding Company, all of the issued and outstanding capital stock of such Transferred Segment Holding Company.

“ Transition Services Agreement ” has the meaning assigned to such term in Section 6.15 .

“ Trinidad Segment ” means the direct and indirect interests of MCH in the following Portfolio Companies:

(a) Mirant Trinidad Investments, LLC; and

(b) Power Generation Company of Trinidad and Tobago Limited.

“ Unaudited Company Financial Statements ” means, for each Portfolio Company, the unaudited year-end consolidated balance sheets and the related statements of income, change in stockholders’ equity and cash flows (including, in each case, accompanying notes thereto) of such Portfolio Company for the fiscal year-end referred to in its Company Schedule.

“ Working Capital ” has the meaning assigned to such term in Paragraph 3 of Attachment II .

1.2. Certain Terms of Construction . In this Agreement, unless the context otherwise requires:

(a) reference to any Person includes such Person’s successors and assigns, but subject to any applicable restrictions as may be set forth herein as to such successors and assigns;

(b) reference to a Person in a particular capacity excludes such Person in any other capacity;

(c) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as the same may be amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, the terms hereof);

(d) reference to any Article, Section, Attachment, Exhibit or Schedule means such Article, Section, Attachment, Exhibit or Schedule of or to this Agreement, unless otherwise specified, and references in any Article, Section, Attachment, Exhibit or Schedule or definition to any clause means such clause of such Article, Section, Attachment, Exhibit or Schedule or definition, unless otherwise specified;

(e) reference to the “Schedules” shall include the Schedules and the Company Schedules, in each case as supplemented from time to time in accordance with Section 6.14 hereof;

(f) any item or other matter referenced or disclosed in one Schedule, Attachment or subpart thereof in such a way as to make its relevance to the disclosure required by another Schedule, Attachment or subpart apparent, shall be deemed to have been referenced or disclosed in such other Schedule, Attachment or subpart;

(g) any accounting term used and not otherwise defined in this Agreement has the meaning assigned to such term in accordance with GAAP or IFRS, as the case may be;

(h) “hereunder,” “hereof,” “hereto” and words of similar import, unless made in respect of a specified Section or provision, are references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof;

(i) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term;

(j) relative to the determination of any period of time: (i) “from” means “from and including;” (ii) “to” and “until” each means “to but excluding;” and (iii) “through” means “to and including;” and

(k) reference to any Law (including statutes and ordinances) means such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder.

2. PURCHASE AND SALE AND CLOSING

2.1. Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the Portfolio Segments.

2.2. Purchase Price .

(a) As consideration for each Portfolio Segment, the Purchaser agrees to pay to the Seller the Purchase Price, payable as a Closing Payment and as a Post-Closing Payment as set forth in this Section 2.2 .

(b) The Purchaser agrees to pay to the Seller at the Closing for a Portfolio Segment (the “ Closing Payment ”) an amount equal to:

(i) the Segment Base Purchase Price, plus or minus (as the case may be)

(ii) the Estimated Purchase Price Adjustment.

(c) Not less than 20 Business Days prior to the Closing Date for a Portfolio Segment, the Seller shall deliver to the Purchaser a written statement (the “ Estimated Purchase Price Adjustment Statement ”) substantially in the form contained in Attachment II hereto, setting forth in reasonable detail the Seller’s good faith calculation of the estimate of the Purchase Price Adjustment for such Portfolio Segment as of the Closing Date (the “ Estimated Purchase Price Adjustment ”), which estimate shall be based on the Seller’s review of the financial and other books and records of the Portfolio Companies included in such Portfolio Segment then available to the Seller. Such determination shall be conclusive absent manifest error for purposes of determining the Closing Payment.

(d) As promptly as practicable, and in any event not later than 60 calendar days after the Closing Date for a Portfolio Segment, the Purchaser shall prepare and deliver to the Seller a written statement (the “ Final Purchase Price Adjustment Statement ”) substantially in the form contained in Attachment II hereto, setting forth in reasonable detail the Purchaser’s good faith calculation of the Purchase Price Adjustment for such Portfolio Segment as of the Closing Date, as derived from the Purchaser’s review of the financial and other books and records of the Portfolio Companies included in such Portfolio Segment and, based thereon, a statement of the Purchaser’s good faith calculation of the Post-Closing Payment.

(i) The Purchaser agrees to give the Seller and its Representatives full access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials of the Purchaser and the Portfolio Companies as the Seller and its Representatives may request in connection with the Seller’s review of such Final Purchase Price Adjustment Statement.

(ii) The Seller may, in good faith, dispute the calculations contained in such Final Purchase Price Adjustment Statement by delivery of written notice thereof (a “ Dispute Notice ”) to the Purchaser within 60 calendar days following receipt by the Seller of the Final Purchase Price Adjustment Statement. The Dispute Notice shall set forth in reasonable detail all items disputed by the Seller, together with the Seller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which the Seller proposes such changes.

(iii) If (A) by written notice to the Purchaser within the 60-day period referred to in clause (ii) above, the Seller accepts such Final Purchase Price Adjustment Statement, or (B) the Seller fails to deliver a Dispute Notice within such 60-day period (which failure shall result in the Seller being deemed to have agreed to such Final Purchase Price Adjustment

Statement delivered by the Purchaser), such Final Purchase Price Adjustment Statement delivered by the Purchaser (and the Post-Closing Payment set forth therein) shall become final and binding on the Parties as of the date of such acceptance or deemed acceptance.

(iv) If the Seller shall have timely delivered a Dispute Notice, then the Purchaser and the Seller shall attempt to reach agreement on the matters identified in the Dispute Notice. If, within 30 calendar days from the Purchaser’s receipt of the Dispute Notice, the Purchaser and the Seller shall not have reached a resolution in writing of the matters identified in the Dispute Notice, then such matters shall be submitted to the Independent Accountants for resolution. The Purchaser and the Seller shall instruct the Independent Accountants to prepare and deliver, within 30 calendar days of such submission, a revised Final Purchase Price Adjustment Statement (including the calculation of the Post-Closing Payment) taking into account all items not in dispute between the Purchaser and the Seller and those items requested by the Purchaser and the Seller to be resolved by the Independent Accountants. The Purchaser shall furnish or cause to be furnished to the Independent Accountants access to such employees, officers, outside accountants, facilities, books, records, work papers, historical financial information and other materials of the Purchaser and the Portfolio Companies as the Independent Accountants may request. The fees and expenses of the Independent Accountants shall be borne equally by the Purchaser and the Seller. The revised Final Purchase Price Adjustment Statement (including the calculation of the Post-Closing Payment thereon) delivered by the Independent Accountants shall be final and binding upon the Purchaser and the Seller and shall not be subject to challenge or appeal by either Party; provided, however , that in no event shall the amount of any Post Closing Payment due from the Seller be greater than the amount originally claimed by the Purchaser in its original Final Purchase Price Adjustment Statement.

(v) Payment of a Post-Closing Payment, plus in each case interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the Specified Rate, shall be made by the respective Party owing such payment to the other Party within five Business Days following the date such Post-Closing Payment is deemed to be finally determined pursuant to the foregoing clauses (iii) or (iv) above. Such payment shall be made by wire transfer of immediately available funds to the account or accounts designated by the Party entitled to receive such payment.

2.3. Closing .

(a) Subject to the terms and conditions of Section 2.3(c) and the other provisions of this Agreement, proceedings for the consummation of the Transaction with respect to a Portfolio Segment (a “ Closing ”) shall take place at the offices of Haynes and Boone, LLP, 1615 L Street, NW, Suite 800, Washington, D.C. 20036, or such other location agreed by the Parties, at 10:00 A.M. Eastern Time, on a mutually acceptable date within 20 Business Days following the date on which the Closing Conditions for such Portfolio Segment (other than

those conditions that by their nature are to be satisfied at the Closing,) have been either satisfied or waived by the Party for whose benefit such conditions exist, or at such other time and place as the Parties may mutually agree, and in any event after the Target Date but prior to the Termination Date. The date on which such proceedings actually occur is referred to herein as a “ Closing Date .” For the avoidance of doubt, more than one Closing may occur on a single Closing Date. The Parties agree that the first Closing shall, at a minimum, include the Jamaica Segment and either of the Trinidad Segment or the Bahamas Segment.

(b) Subject to the provisions of Section 10.1 and Section 2.3(c) , the Parties agree that they will make all reasonable efforts (in accordance with the standards set forth in this Agreement), to effect Closings of all four Portfolio Segments on a single Closing Date (a “ Comprehensive Closing ”) on or before the Target Closing Date or as soon thereafter as may be practicable.

(c) If the Closing Conditions shall have been satisfied (or waived) for the Jamaica Segment and either of the Trinidad Segment or the Bahamas Segment, the Seller shall have the option, on not less than 10 Business Days’ prior written notice to the Purchaser, to defer a Closing for a reasonable period in order to achieve a Closing for three Portfolio Segments or a Comprehensive Closing; provided , that such deferred Closing shall occur not later than 90 days after the date such Closing was otherwise scheduled to occur but in no event after the Termination Date.

(d) All actions scheduled in this Agreement for a Closing Date shall be deemed to occur simultaneously at the corresponding Closing. Except as otherwise provided in Section 10.1 , failure to consummate the Transaction provided for in this Agreement on the date determined pursuant to this Section 2.3 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

2.4. Closing Deliveries by the Seller to the Purchaser . At a Closing, the Seller shall deliver, or shall cause to be delivered, to the Purchaser the following for each Portfolio Segment covered thereby, each in form and substance reasonably satisfactory to the Purchaser:

(a) a stock certificate or other comparable instrument, in the form provided in the Charter Documents for the Transferred Segment Holding Company, evidencing the assignment and transfer to the Purchaser of the Transferred Stock and all rights and obligations of the Seller under the Transferred Segment Holding Company’s Charter Documents;

(b) a certificate of an officer of the Seller, dated as of the Closing Date, setting forth and attesting to: (i) the corporate resolutions of the Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (together with copies of such other documents relating to such authority as may be appropriate or necessary to the interpretation thereof); (ii) the corporate resolutions of the Transferor (if other than the Seller) authorizing the consummation of such Closing; and (iii) the incumbency and signature of each officer of the Seller and Transferor executing this Agreement and the documents delivered hereunder at such Closing;

(c) a certificate of an officer of the Seller, dated as of such Closing Date, as to the matters set forth in Sections 8.1 and 8.2 and, to the actual Knowledge of such officer, Sections 8.4 and 8.5 ;

(d) complete copies of each of the Seller’s, the Transferor’s and the Transferred Segment Holding Company’s respective Charter Documents, and all amendments thereto, certified by the appropriate Governmental Authority in their respective jurisdictions of organization as of a date not more than 20 Business Days prior to such Closing Date;

(e) certificates from appropriate Governmental Authorities, dated no earlier than 20 Business Days prior to such Closing Date, as to the legal existence of the Seller, the Transferor and the Transferred Segment Holding Company in their respective jurisdictions of organization;

(f) the minute books, company records and files of each MCH Company and of each Designated Company, (including, without limitation, all evidence of ownership of interests in the MCH Subsidiaries and the Designated Companies), in each case to the extent that the same are part of the Portfolio Segment(s) covered by such Closing and are within the possession and ownership of the Seller (or as to which the Seller has the right to require delivery from the applicable Portfolio Company), provided , however , that the Seller shall not be required to deliver any of the foregoing to the Purchaser to the extent that the same would: (i) violate any legal constraint or any legal obligation binding on the Seller or any Portfolio Company; (ii) waive any attorney/client, work product, or like privilege to which the Seller or its Affiliates (other than the Portfolio Companies) may be entitled; (iii) disclose information about the activities of the Seller or its Affiliates (other than the Portfolio Companies) that is not related to the Portfolio Companies; or (iv) disclose proprietary models of the Seller or any of its Affiliates pertaining to energy project evaluation, energy or natural gas price curves or projections, or other economic predictive models;

(g) to the extent not otherwise directed by the Purchaser and not otherwise applied in accordance with the terms of this Agreement, return to the Purchaser of the funds and any other original documents evidencing the portion of the Purchaser Security relating to the Segment Base Purchase Price paid by the Purchaser at such Closing;

(h) evidence of satisfaction of the actions to be taken by the Seller under Sections 6.4 and 6.10(a) of this Agreement; and

(i) opinions of the Seller’s counsel, addressed to the Purchaser, in substantially the form specified in Exhibit B hereto.

2.5. Closing Deliveries by the Purchaser to the Seller . At a Closing, the Purchaser shall deliver to the Seller the following, each in form and substance reasonably satisfactory to the Seller:

(a) a wire transfer of immediately available funds (to such account or accounts as the Seller shall have designated and notified in writing to the Purchaser at least two Business Days prior to the Closing Date) in the amount equal to the Closing Payment (less such amount, if any, which the Purchaser shall have directed for the Seller to apply from the Purchaser Security in accordance with Section 2.7 hereof);

(b) a certificate of an officer of the Purchaser, dated as of the Closing Date, setting forth and attesting to: (i) the corporate resolutions of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of such Closing (together with copies of such other documents relating to such authority as may be appropriate or necessary to the interpretation thereof); and (ii) the incumbency and signature of each officer

of the Purchaser executing this Agreement and the documents delivered hereunder at such Closing;

(c) a certificate of an officer of the Purchaser, dated as of the Closing Date, as to the matters set forth in Sections 9.1 and 9.2 and, to the actual Knowledge of such officer, Sections 9.4 and 9.5 ;

(d) a complete copy of the Purchaser’s Charter Documents, and all amendments thereto, certified by the appropriate Governmental Authority of the Purchaser’s jurisdiction of organization as of a date not more than ten Business Days prior to the Closing Date;

(e) certificate[s] from appropriate Governmental Authorities, dated no earlier than ten Business Days prior to the Closing Date, as to the legal existence of the Purchaser in its jurisdiction of organization;

(f) originals of each guarantee, letter of credit or other instrument or document redelivered by the beneficiary or beneficiaries thereof, if not delivered directly to the Seller, constituting or evidencing the Support Obligations, as set out in Section 6.6(c) , or in the alternative, the Purchaser Parent Guaranty, as set out in Section 6.6(d) ; and

(g) opinions of the Purchaser’s counsel, addressed to the Seller, in substantially the form specified in Exhibit C hereto.

2.6. Purchase Price Allocation. The Seller and the Purchaser agree that, for all purposes under this Agreement, the Purchase Price for each Portfolio Segment shall be allocated among the underlying Portfolio Companies in accordance with Schedule 2.6 hereof and that any reporting of the Transaction to Governmental Authorities by the Seller, the Purchaser or any Portfolio Company (whether for purposes of Taxes or otherwise) shall be made on the basis of this agreed allocation; provided, however , that nothing contained herein shall prevent the Seller and the Purchaser from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Purchase Price allocation, and neither the Seller nor the Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any taxing authority challenging such allocation. The agreed allocation set forth in Schedule 2.6 has been prepared on the basis of the Segment Base Purchase Price, and is subject to adjustment for the Purchase Price Adjustment as set forth in Attachment II hereto.

2.7. Purchaser Security .

(a) To secure the performance by the Purchaser of its obligations under this Agreement, the Purchaser shall deliver or shall have delivered to the Seller within three Business Days after the Effective Date, at its option, either a wire transfer of immediately available funds (to such account or accounts as the Seller shall have designated and notified in writing to the Purchaser) or an irrevocable, standby letter of credit from a commercial bank, acceptable to the Seller in its sole discretion, substantially in the form of Exhibit A-1 , in the amount of the aggregate of the Break-Up Fees for all Portfolio Segments (the “ Purchaser Security ”).

(b) Unless applied to payment of the Break-Up Fee in accordance with Article 10 hereof, an amount of the Purchaser Security proportionate to the ratio of the Segment Base Purchase Price for a Portfolio Segment to the Aggregate Base Purchase Price shall, on the Closing Date for such Portfolio Segment, at the option of the Purchaser, either: (i) be returned

to the Purchaser; or (ii) be applied by the Seller to partial payment of the Closing Payment then due.

(c) All charges, fees and expenses incurred in relation to the Purchaser Security, including the posting, maintenance, use, withdrawal, return, refund, release or dissolution thereof, shall be for the sole account of the Purchaser, and shall not be an adjustment to the Purchase Price. Other than as to the amount of the Purchaser Security itself, the Seller shall in no case otherwise be held liable or accountable to the Purchaser or its assigns, and the Purchaser hereby holds the Seller free from any such other Claims in relation to the Purchaser Security.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser as of the date hereof and as of each Closing Date that, except as disclosed in the Schedules and subject to Section 6.14(b) :

3.1. Organization and Qualification . The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and properties. The Seller is duly qualified, licensed or admitted to do business and is in good standing (with respect to jurisdictions which recognize the concept of good standing) in each jurisdiction in which the ownership, use or leasing of its Assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for such failures to be so qualified, licensed or admitted and in good standing (with respect to jurisdictions which recognize the concept of good standing) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.2. Authority .

(a) The Seller has full corporate power and authority to enter into this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action, and no other corporate proceedings on the part of Sellers or any of its affiliates are necessary to authorize the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby.

(b) This Agreement has been duly and validly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3. Non Contravention, Approvals and Consents .

(a) Except for matters designated as “Seller Approval Requirements” in Schedule 3.3(a) (collectively, the “ Seller Approval Requirements ”) and matters designated as “Seller Consent Requirements” in Schedule 3.3(a) (collectively, the “ Seller Consent

Requirements ”), the execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder and the consummation of the Transaction will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any (i) right of payment or reimbursement, termination, cancellation, modification or acceleration of, (ii) trigger any rights of first refusal or consent, or (iii) result in the creation or imposition of any Lien upon any of the Assets or properties of the Seller under, any of the terms, conditions or provisions of (X) the Charter Documents of the Seller, or (Y) (1) any Laws or writ, judgment, order or decree applicable to the Seller, or (2) any Contract to which the Seller is a party or by which the Seller or any of the Seller’s Assets or properties is bound, excluding from the foregoing clauses (1) and (2) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) Except for the Seller Approval Requirements, no consent, approval or action of, filing with or notice to any Governmental Authority is necessary or required by the Seller under any of the terms, conditions or provisions of any Law or order of any Governmental Authority for the execution and delivery of this Agreement by the Seller, the performance by the Seller of the Seller’s obligations hereunder or the consummation of the Transaction, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.4. Capital Stock . All of the issued shares of the MCH Stock have been validly issued and are fully paid and are owned, directly or indirectly, by the Seller free and clear of all Liens. Except for the Seller Consent Requirements, there are no outstanding subscriptions, options, warrants, rights (including, but not limited to, stock appreciation rights), preemptive rights or other contracts, commitments, understandings or arrangements, including, but not limited to, any right of conversion or exchange under any outstanding security, instrument or agreement (together, “ Options ”), obligating the Seller to issue or sell any shares of MCH Stock or to grant, extend or enter into any Option with respect thereto.

3.5. Legal Proceedings . There are no Claims or investigations or audits of Governmental Authorities pending or, to the Seller’s Knowledge, threatened against the Seller or any of the Seller’s Assets and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

3.6. Brokers . The Seller has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, except J.P. Morgan Securities Inc., whose fees and expenses will be paid by the Seller in accordance with the Seller’s agreements with such firm.

4. REPRESENTATIONS AND WARRANTIES REGARDING THE PORTFOLIO COMPANIES

The Seller represents and warrants (subject in each such case to the Seller’s Knowledge with respect to each Designated Company other than CEC): (a) as of the date hereof with respect to each Portfolio Company; and (b) as of the date of each Closing for a Portfolio Segment solely with respect to

each Portfolio Company that is a Transferred Interest included in such Portfolio Segment; that, except as disclosed in the Company Schedules and subject to Section 6.14(b) :

4.1. Organization and Qualification .

(a) Each such Portfolio Company is duly organized or incorporated, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of its jurisdiction of organization or incorporation and has full corporate, limited liability company or partnership, as the case may be, power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets and properties, except for such failures to be so organized or incorporated, existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) or to have such power and authority that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Portfolio Company is duly qualified, licensed or admitted to do business and is in good standing (with respect to jurisdictions which recognize the concept of good standing) in each jurisdiction in which the ownership, use or leasing of its Assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for such failures to be so qualified, licensed or admitted and in good standing (with respect to jurisdictions which recognize the concept of good standing) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Attachment I and the Schedules set forth the name and jurisdiction of organization or incorporation of each Portfolio Company. The Seller has previously made available to the Purchaser copies of the Charter Documents as currently in effect for each Portfolio Company.

(b) Except for interests in the Portfolio Companies, none of such Portfolio Companies owns, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity.

4.2. Capital Stock .

(a) The authorized share capital of each such Portfolio Company is as set forth in Attachment I . With respect to the Portfolio Companies that are corporations, Attachment I sets forth (i) such Portfolio Company’s authorized capital stock, and (ii) the number of issued and outstanding shares of such Portfolio Company’s capital stock. With respect to the Portfolio Companies that are partnerships or limited liability companies, Attachment I sets forth the names and ownership interests of the partners or members thereof.

(b) Subject to the Seller Consent Requirements and Seller Approval Requirements:

(i) all of the outstanding shares of capital stock of such Portfolio Companies specified in Attachment I as being owned directly or indirectly by the Seller are duly authorized, validly issued and fully paid and non-assessable and are owned, directly or indirectly, by the Seller or a Portfolio Company as so specified in Attachment I , free and clear of all Liens other than Permitted Liens (except for Permitted Liens referred to in clause (e) of the definition thereof);

(ii) there are no outstanding Options obligating any such Portfolio Company to issue or sell any shares of any Portfolio Company or to grant, extend or enter into any Option with respect thereto; and

(iii) there are no voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than the Seller or a Portfolio Company with respect to the voting of, or the right to participate in dividends or other earnings on, any capital stock of any such Portfolio Company.

4.3. Non-Contravention, Approvals and Consents .

(a) Except for the Seller Approval Requirements and Seller Consent Requirements, the performance by the Seller of its obligations hereunder with respect to such Closing, and the consummation of the transactions contemplated thereby, will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, trigger any rights of first refusal, or result in the creation or imposition of any Liens upon any of the Assets or properties of the Portfolio Companies relating to such Closing under, any of the terms, conditions or provisions of: (i) the Charter Documents of such Portfolio Companies; or (ii) (A) any Applicable Law, or (B) any Material Contract to which any of them may be a party or by which any of them or any of their respective Assets is bound, excluding from the foregoing clauses (A) and (B) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) Except for the Seller Approval Requirements, no consent, approval or action of, filing with or notice to any Governmental Authority is necessary or required by the Seller or any Portfolio Company under any of the terms, conditions or provisions of any Applicable Law for the performance of such Closing or the consummation of the transactions contemplated thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

4.4. Financial Statements . The Seller has made available to the Purchaser copies of Unaudited Company Financial Statements and the Interim Unaudited Company Financial Statements (and, in the case of a Closing with respect to a Portfolio Company referred to in Section 6.12 , the Audited Company Financial Statements) for each such Portfolio Company. The Company Financial Statements and the Interim Unaudited Company Financial Statements have been prepared in accordance with Applicable Accounting Standards, consistently applied throughout the periods covered thereby and fairly present in all material respects the consolidated financial condition, results of operations and cash flow of the respective Portfolio Company (except, in the case of the Unaudited Company Financial Statements, for normal and recurring year-end adjustments and for the absence of footnote disclosure) as at, in the case of the Company Financial Statements, December 31, 2006 and for the year then ended and, in the case of the Interim Unaudited Company Financial Statements, March 31, 2007 and the quarter then ended.

4.5. Absence of Certain Changes and Events; Absence of Undisclosed Liabilities.

(a) Since December 31, 2006, there has not been any change, event or development of which the Seller has Knowledge that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Since December 31, 2006, no such Portfolio Company has incurred any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except those which (i) are accrued or reserved against in the Company Financial Statements or reflected in the notes thereto, (ii) would not reasonably be expected to have a Material Adverse Effect, (iii) were non-current liabilities categorized as “Deferred Revenue” or “Deferred Tax Liabilities” in accordance with Applicable Accounting Standards, (iv) have been or will be discharged or paid in full on or prior to the Closing Date or included in the applicable Purchase Price Adjustment, or (v) are of a nature not required to be reflected in the Company Financial Statements of such Portfolio Company prepared in accordance with Applicable Accounting Standards.

4.6. Legal Proceedings . Except for Tax matters, which are the subject of Section 4.9 , employee benefits matters, which are the subject of Section 4.10 , and environmental matters, which are the subject of Section 4.12 , there are no Claims (including, without limitation, Governmental Authority investigations or audits), pending or, to the Knowledge of the Seller, threatened against any such Portfolio Company or any of its Assets and properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

4.7. Permits; Compliance With Laws .

(a) Each such Portfolio Company holds all Permits (other than Environmental Permits that are the subject of Section 4.12(a) ) necessary for the lawful conduct of its business as currently conducted, except for failures to hold such Permits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each such Portfolio Company is in compliance with the terms of such Permits, except failures so to comply that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each such Portfolio Company has not received any written notification from any Governmental Authority alleging that it is in material violation of any such Permit.

(b) Each Portfolio Company is not in violation of or default under any Applicable Law, except for violations or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. This Section 4.7 does not relate to Tax matters, which are the subject of Section 4.9 , employee benefits matters, which are the subject of Section 4.10 , or environmental matters, which are the subject of Section 4.12 .

4.8. Material Contracts. Except as to (i) those Contracts identified on the Company Schedules as “ Material Contracts ,” (ii) Contracts which will expire or be terminated on or prior to the Closing, and (iii) Contracts the termination of which would not reasonably be expected, individually or in the aggregate, to be material, such Portfolio Companies are not party to, and are not bound by, any Material Contracts. To the Seller’s Knowledge, each of the Material Contracts identified on the Company Schedules for such Portfolio Companies is in full force and effect in all material respects and constitutes a legal, valid and binding obligation of such Portfolio Companies and the other parties thereto. To the Seller’s Knowledge, no party to any of such Material Contracts is in violation of or default (including an event that would give rise to default with notice or lapse of time or both) under any of such Material Contracts (except for such matters as would not reasonably be expected, individually or in the aggregate,

to result in a Material Adverse Effect) and no Claim is pending or, to the Seller’s Knowledge, threatened, against any of such Portfolio Companies challenging the enforceability of any of such Material Contracts.

4.9. Taxes.

(a) Each such Portfolio Company has timely filed, or has joined in the timely filing of, all Tax Returns required to be filed by it, or requests for extensions to file such Tax Returns have been timely filed or granted and have not expired, except to the extent that such failures to either file or to have extensions granted are not material. All such Tax Returns of each such Portfolio Company are complete and accurate in all material respects. Each such Portfolio Company has paid all Taxes shown as due from it on such Tax Returns. No material deficiencies for any Taxes have been proposed, asserted or assessed against any such Portfolio Company that are not, in the reasonable judgment of the Seller in accordance with Applicable Accounting Standards, adequately reserved for.

(b) No requests for waivers or extensions of the time to assess any Taxes against such Portfolio Company have been granted or are pending, except for request

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