Mirant Corporation shall cause Mirant Peaker and Mirant Potomac River to become wholly owned subsidiaries of Mirant Chalk Point instead of MIRMA as part of the Plan.
The MAI Series A Preferred Shares to be issued by MAI -- to provide credit support for the installation of control technology relating to SO2 emissions -- and related put rights will be issued to MIRMA directly in connection with the consummation of the Plan.
Without limiting the foregoing, such amendment would not expand or reduce the scope of the existing indemnities; provided, however, that the indemnities solely as they relate to the interpretations to the MIRMA Leases documentation contemplated hereby shall be based upon the law existing as at the date hereof.
MIRMA agrees, subject to Bankruptcy Court approval as being reasonable and appropriate, to pay directly, to each of (i) the Lease Indenture Trustee for the collective benefit of the Pass Through Trust Certificate Holders provided that the Lease Indenture Trustee or the Pass Through Trustee do not oppose implementation of the treatment of the MIRMA transaction as set forth herein or confirmation of the Plan as modified hereby, and (ii) collectively the MIRMA/Owner Lessors an amount equal to up to $6.
The MIRMA/Owner Lessors contend that the post-petition application of payment to the Lessor Notes of rent payments made by MIRMA under the MIRMA Leases has resulted in damages to them, including but not limited to, delays in receiving scheduled equity payments and/or the loss of other consideration due pursuant to the terms of the MIRMA Leases.
MIRMA agrees, as part of its cure obligations in connection with the assumption of the MIRMA Leases and subject to Bankruptcy Court approval as being reasonable and appropriate, to pay, as Supplemental Lease Rent (as defined in the Participation Agreement), all reasonable and documented legal and consulting fees and related expenses incurred by the MIRMA/Owner Lessors and, provided that the Lease Indenture Trustee and the Pass Through Trustee do not oppose implementation of the treatment of the MIRMA transaction as set forth herein or confirmation of the Plan as modified hereby, the Lease Indenture Trustee and the Pass Through Trustee, in connection with the bankruptcy cases.
All amounts paid by MIRMA with respect to Settlement Fees, Reimbursement of Fees or the Restoration Payment shall not be construed as Fixed Charges (as defined in the Participation Agreements) and shall not be considered as part of the definition of the Fixed Charge Coverage Ratio.
In addition to the financial information required to be delivered by MIRMA under the terms of Section 5.
Except as otherwise set forth herein and as described in Exhibit One attached hereto, upon assumption of the MIRMA Leases, all existing terms and conditions of the Operative Documents shall remain unchanged and enforceable and the existing provisions of Section 14.
Subject to satisfaction of the conditions set forth in this Agreement and as otherwise set forth on a Cure Exhibit (to which MIRMA reserves all rights), which must be provided by the Owner Lessors, the Pass Through Trustee or Lease Indenture Trustee no later than November 29, 2005, no other breach or default requiring cure or any other condition exists to the assumption of any of the Leases pursuant to section 365 of the Bankruptcy Code under any of the Operative Documents.
MNA's proposed $800 million revolving credit facility and $700 million term loan will be secured by a primary lien on MNA's equity ownership in MIRMA and the trading subsidiary, as well as a direct lien on other assets held by MNA, which include 6,786 MW (excluding MIRMA's assets) of generating capacity.
75 times) and the structural subordination to the debt obligations of both MIRMA and MNA and reflects Fitch's estimate that recovery of MAG debt could be below 50% in the event of default.