----

Exhibit 99(a)

 

| UNITED  STATES BANKRUPTCY COURT |
|---------------------------------|
| WESTERN  DISTRICT OF LOUISIANA  |
| ALEXANDRIA DIVISION             |

 

| IN RE:                 | ) | CHAPTER 11             |
|------------------------|---|------------------------|
|                   | ) |                   |
| PERRYVILLE ENERGY      | ) | CASE NO. 04-80109      |
| HOLDINGS, LLC, ET AL., | ) | (JOINTLY ADMINISTERED) |
|                   | ) |                   |
|                   | ) |                   |
| DEBTORS.               | ) |                   |

 

| **DEBTORS' FIRST AMENDED JOINT PLAN OF**                    |
|-------------------------------------------------------------|
| **REORGANIZATION UNDER CHAPTER 11 OF THE  BANKRUPTCY CODE** |

 

 

 

KING & SPALDING LLP1185 Avenue of the AmericasNew York, NY  10036(212) 556-2100

KANTROW, SPAHT, WEAVER& BLITZER (APLC)Suite 300, City Plaza445 North BoulevardPO Box 2997Baton Rouge, LA  70821-2997(225) 383-4703

Attorneys for Debtors andDebtors in Possession

 

Dated:  August 25, 2005

 

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| **TABLE OF CONTENTS**                                                                                                                    | **Page** |
|------------------------------------------------------------------------------------------------------------------------------------------|----------|
| DEBTORS' JOINT PLAN OF REORGANIZATION                                                                                                    | 1        |
|                                                                                                                                     |     |
| UNDER CHAPTER 11 OF THE BANKRUPTCY CODE                                                                                                  | 1        |
|                                                                                                                                     |     |
| ARTICLE I. DEFINITIONS AND INTERPRETATION                                                                                                | 1        |
|                                                                                                                                     |     |
| 1.1       		Definitions                                                                               | 1        |
| 1.2       		Interpretation                                                                            | 6        |
| 1.3       		Application of Definitions and Rules of Construction Contained in the		Bankruptcy Code    | 7        |
| 1.4       		Other Terms                                                                               | 7        |
|                                                                                                                                     |     |
| ARTICLE II. CLASSIFICATION OF CLAIMS AND EQUITY		INTERESTS                                                                               | 7        |
|                                                                                                                                     |     |
| 2.1       		Administrative Claims and Priority Tax Claims                                             | 7        |
| 2.2       		Class 1 - Other Priority Claims                                                           | 7        |
| 2.3       		Class 2 - Bank Claims                                                                     | 7        |
| 2.4       		Class 3 - MAI Claims                                                                      | 7        |
| 2.5       		Class 4 - Other Secured Claims                                                            | 7        |
| 2.6       		Class 5 - General Unsecured Claims                                                        | 8        |
| 2.7       		Class 6 - PEH Equity Interests                                                            | 8        |
| 2.8       		Class 7 - PEP Equity Interests                                                            | 8        |
| 2.9       		Separate Classification of PEP General Unsecured Claims and PEH General		Unsecured Claims | 8        |
|                                                                                                                                     |     |
| ARTICLE III. IDENTIFICATION OF IMPAIRED CLASSES OF		CLAIMS AND EQUITY INTERESTS                                                          | 8        |
|                                                                                                                                     |     |
| 3.1       		Unimpaired Classes of Claims and Equity Interests                                         | 8        |
| 3.2       		Impaired Classes of Claims and Equity Interests                                           | 8        |
| 3.3       		Impairment Controversies                                                                  | 8        |
|                                                                                                                                     |     |
| ARTICLE IV. PROVISIONS FOR TREATMENT OF CLAIMS 		AND EQUITY INTERESTS UNDER THE PLAN                                                | 9        |
|                                                                                                                                     |     |
| 4.1       		Class 1 - Other Priority Claims                                                           | 9        |
| 4.2       		Class 2 - Bank Claims                                                                     | 9        |
| 4.3       		Class 3 - MAI Claim                                                                       | 10       |
| 4.4       		Class 4 - Other Secured Claims                                                            | 10       |
| 4.5       		Class 5 - General Unsecured Claims                                                        | 10       |
| 4.6       		Class 6 - PEH Equity Interests                                                            | 10       |
| 4.7       		Class 7 - PEP Equity Interests                                                            | 10       |
| 4.8       		Distribution Limitations                                                                  | 10       |
|                                                                                                                                     |     |
| ARTICLE V. PROVISIONS FOR TREATMENT OF UNCLASSIFIED		CLAIMS UNDER THE PLAN                                                               | 11       |
|                                                                                                                                     |     |
| 5.1       		Unclassified Claims                                                                       | 11       |
|                                                                                                                                     |     |

i

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| 5.2       		Treatment of Administrative Claims                                                   | 11     |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|
| 5.3       		Treatment of Priority Tax Claims                                                     | 12     |
|                                                                                                                                |   |
| ARTICLE VI. ACCEPTANCE OR REJECTION OF THE PLAN                                                                                     | 12     |
|                                                                                                                                |   |
| 6.1       		Classes Entitled to Vote                                                             | 12     |
| 6.2       		Cramdown                                                                             | 12     |
| 6.3       		Class Acceptance Requirement                                                         | 13     |
| 6.4       		Elimination of Classes for Voting Purposes                                           | 13     |
|                                                                                                                                |   |
| ARTICLE VII. MEANS FOR IMPLEMENTATION OF THE PLAN                                                                                   | 13     |
|                                                                                                                                |   |
| 7.1       		Operations between the Confirmation Date and the Effective Date                      | 13     |
| 7.2       		Corporate Action                                                                     | 13     |
| 7.3       		Termination of Certain Debt Obligations                                              | 13     |
| 7.4       		Continued Corporate Existence of the Debtors                                         | 13     |
| 7.5       		Re-vesting of Assets                                                                 | 14     |
| 7.6       		Management                                                                           | 14     |
| 7.7       		Boards of Managers                                                                   | 14     |
| 7.8       		Causes of Action                                                                     | 14     |
| 7.9       		Appointment of the Disbursing Agent                                                  | 14     |
| 7.10     		Sources of Cash for Plan Distributions                                                          | 14     |
|                                                                                                                                |   |
| ARTICLE VIII. DISTRIBUTION PROVISIONS                                                                                               | 15     |
|                                                                                                                                |   |
| 8.1       		Plan Distributions                                                                   | 15     |
| 8.2       		Timing of Plan Distributions                                                         | 15     |
| 8.3       		Address for Delivery of Plan Distribution                                            | 15     |
| 8.4       		Time Bar to Cash Payments                                                            | 15     |
| 8.5       		Manner of Payment under the Plan                                                     | 16     |
| 8.6       		Expenses Incurred on or after the Effective Date and Claims of the		Disbursing Agent | 16     |
| 8.7       		Fractional Plan Distributions                                                        | 16     |
| 8.8       		Special Distribution Provisions for PEP Equity Interests and PEH Equity		Interests   | 16     |
| 8.9       		Surrender and Cancellation of Instruments                                            | 16     |
|                                                                                                                                |   |
| ARTICLE IX. PROCEDURES FOR RESOLVING AND TREATING		CONTESTED CLAIMS                                                                 | 17     |
|                                                                                                                                |   |
| 9.1       		Objection Deadline                                                                   | 17     |
| 9.2       		Prosecution of Contested Claims                                                      | 17     |
| 9.3       		Claims Settlement                                                                    | 17     |
| 9.4       		No Plan Distributions Pending Allowance                                              | 17     |
| 9.5       		Estimation of Claims                                                                 | 17     |
|                                                                                                                                |   |
| ARTICLE X. CONDITION PRECEDENT TO CONFIRMATION OF THE		PLAN AND THE OCCURRENCE OF THE EFFECTIVE DATE                                | 18     |
|                                                                                                                                |   |
| 10.1     		Condition Precedent to Confirmation                                                             | 18     |
| 10.2     		Condition Precedent o the Occurrence of the Effective Date                                      | 18     |
| 10.3     		Waiver of Conditions                                                                            | 18     |
| 10.4     		Effect of Non-Occurrence of the Effective Date                                                  | 18     |
|                                                                                                                                |   |
| ARTICLE XI. THE DISBURSING AGENT                                                                                                    | 18     |
|                                                                                                                                |   |

ii

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| 11.1     		Powers and Duties                                                    | 18     |
|----------------------------------------------------------------------------------------------------------|--------|
| 11.2     		Plan Distributions                                                   | 19     |
| 11.3     		Exculpation                                                          | 19     |
|                                                                                                     |   |
| ARTICLE XII. TREATMENT OF EXECUTORY CONTRACTS AND		UNEXPIRED LEASES                                      | 19     |
|                                                                                                     |   |
| 12.1     		Assumption and Rejection of Executory Contracts and Unexpired Leases | 19     |
| 12.2     		Cure                                                                 | 20     |
| 12.3     		Claims Arising from Rejection or Termination                         | 21     |
|                                                                                                     |   |
| ARTICLE XIII. RETENTION OF JURISDICTION                                                                  | 21     |
|                                                                                                     |   |
| ARTICLE XIV. MISCELLANEOUS PROVISIONS                                                                    | 23     |
|                                                                                                     |   |
| 14.1     		Payment of Statutory Fees                                            | 23     |
| 14.2     		Satisfaction of Claims                                               | 23     |
| 14.3     		Third Party Agreements; Subordination                                | 23     |
| 14.4     		Debtors' Release                                                     | 23     |
| 14.5     		Exculpation                                                          | 23     |
| 14.6     		Discharge of Liabilities                                             | 24     |
| 14.7     		Notices                                                              | 24     |
| 14.8     		Headings                                                             | 25     |
| 14.9     		Governing Law                                                        | 25     |
| 14.10    Exemption		from Transfer Taxes                                                   | 25     |
| 14.11   		Modification of the Plan                                                        | 25     |
| 14.12    Revocation		of Plan                                                              | 25     |
| 14.13    Setoff		Rights                                                                   | 26     |
| 14.14   		Withholding Tax Requirements                                                    | 26     |
| 14.15    Rates                                                                            | 26     |
| 14.16   		Injunctions                                                                     | 26     |
| 14.17    Binding		Effect                                                                  | 27     |
| 14.18   		Severability                                                                    | 27     |

iii

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# **ARTICLEI.**DEFINITIONSAND INTERPRETATION

## **1.1             **Definitions.

            As usedherein, the following terms have the respective meanings specified below.

***           Administrative ExpenseClaims*** means any right topayment constituting a cost or expense of administration of the Cases undersections 507(a)(1) and 503(b) of the Bankruptcy Code, including, withoutlimitation, (a) actual and necessary costs and expenses of preserving the Estatesof the Debtors and operating the business of the Debtors (b) any indebtednessor obligations incurred or assumed by the Debtors during the Cases, (c) anyallowances of compensation and reimbursement of expenses to the extent allowedby Final Order under section 330 or 503 of the Bankruptcy Code, and (d) anyfees or charges assessed against the Estates of the Debtors under section 1930of chapter 123 of title 28 of the United States Code.

***            Agent*** means KBC Bank, N.V., inits capacity as agent under the Bank Credit Agreement or any duly appointedsuccessor agent.

***            AllowedAmount*****meansthe amount of an Allowed Claim.  Allowed Amount shall include interest accruingafter the Petition Date, but only to the extent necessary for a finding by theBankruptcy Court that the Plan satisfies the requirements of section 1129 ofthe Bankruptcy Code.   

***            Allowed Claim*** means, with reference toany Claim, (a) any Claim against any Debtor that has been listed by such Debtorin the Schedules, as such Schedules may be amended by the Debtors from time totime in accordance with Bankruptcy Rule 1009, as liquidated in amount and notdisputed or contingent and for which no contrary proof of claim has been filedand as to which no timely objection has been interposed, (b) any Claim as towhich a proof of claim has been filed and no objection to allowance has been timelyinterposed in accordance with section 502 of the Bankruptcy Code and BankruptcyRule 3007 or such other applicable period of limitation fixed by the BankruptcyCode, the Bankruptcy Rules, or the Bankruptcy Court, (c) any Claim as to whichany objection has been determined by a Final Order to the extent such objectionis determined in favor of the respective holder, (d) any Claim as to which,upon the lifting of the automatic stay pursuant to section 362 of theBankruptcy Code, the liability of the Debtors, allowance and the amount thereofare determined by Final Order of a court of competent jurisdiction other thanthe Bankruptcy Court.

***            Assets*** means, with respect toany Debtor, all of such Debtor's right, title and interest of any nature inproperty of any kind, wherever located, as specified in section 541 of theBankruptcy Code.

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           ***Banks*** means KBC Bank, N.V.,New York Branch, as Agent and lender, and Bayerische Hypo-und Vereinsbank AG,New YorkBranch,Australia and New Zealand Banking Group Limited, Crédit Industrielet Commericial, and Dexia Credit Local, New York Agency and their respectivesuccessors and assigns, as lenders under the Bank Credit Agreement.

***            BankClaims*** means all Claims of theBanks against the Debtors arising under or in connection with the Bank CreditAgreement and under the Cash Collateral Orders.

***            BankCredit Agreement*** means that certainConstruction and Term Loan Agreement, dated as of June 7, 2001, among PEP, as borrower, and the Banks, as lenders,as amended.

***            BankruptcyCode*** means title 11 of theUnited States Code, as amended from time to time, as applicable to the Cases.

***            BankruptcyCourt*** means the United StatesDistrict Court for the Western District of Louisiana having jurisdiction overthe Cases and, to the extent of any reference made under section 157 of title28 of the United States Code, the unit of such District Court havingjurisdiction over the Cases under section 151 of title 28 of the United StatesCode.

***            BankruptcyRules*** means the Federal Rulesof Bankruptcy Procedure as promulgated by the United States Supreme Court undersection 2075 of title 28 of the United States Code, as amended from time totime, applicable to the Cases, and any Local Rules of the Bankruptcy Court.

***            BarDate Order***means that certain order entered by the Bankruptcy Court on May 19, 2004establishing a deadline for the filing of prepetition claims against theDebtors.

***            Business Day*** means any day other thana Saturday, a Sunday, or any other day on which banking institutions inAlexandria, Louisiana are required or authorized to close by law or executiveorder.

***            Cases*** means the jointlyadministered cases under chapter 11 of the Bankruptcy Code commenced by theDebtors on the Petition Date, styled *In rePerryville Energy Holdings, LLC, et al*.

***            Cash*** means legal tender ofthe United States of  America.

***            CashCollateral Order******s*** means, collectively, (i)the Final Order Authorizing Debtors to Use Cash Collateral in Which CertainLenders Claim an Interest, entered by the Bankruptcy Court on February 26,2004, (ii) the Amended Final Cash Collateral Order, entered by the BankruptcyCourt on December 8, 2004, and (iii) the Agreed Order Authorizing Debtors' Useof Cash Collateral, entered by the Bankruptcy Court on June 24, 2005.

***            Causesof Action***means all Claims, rights, actions, causes of action, liabilities, obligations,suits, debts, remedies, dues, sums of money, accounts, reckonings, bonds,bills, specialties, covenants, contracts, controversies, agreements, promises,variances, trespasses, damages or judgments, whether known or unknown,liquidated or unliquidated, fixed or 

2

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contingent, matured or unmatured, foreseenor unforeseen, asserted or unasserted, arising in law, equity or otherwise.

***            Claim*** means a right topayment, whether or not such right is reduced to judgment, liquidated, unliquidated,fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,secured, or unsecured; or right to an equitable remedy for breach ofperformance if such breach gives rise to a right to payment, whether or notsuch right to an equitable remedy is reduced to judgment, fixed, contingent,matured, unmatured, disputed, undisputed, secured or unsecured, including butnot limited to any Claim, whether secured or unsecured, for a fine, penalty, orforfeiture, or for multiple, exemplary, or punitive damages to the extent thatsuch fine, penalty, forfeiture, or damages are not compensation for any actualpecuniary loss suffered by the holder of such Claim.

***            Class*** means a category,designated herein, of Claims or Equity Interests that are substantially similarto the other Claims and Equity Interests in such category as specified inArticle II of the Plan.

***            Collateral*** means any property orinterest in property of the Estate of any Debtor subject to a Lien or otherencumbrance to secure the payment or performance of a Claim, which Lien orother encumbrance is not subject to avoidance under the Bankruptcy Code.

***            ConfirmationDate*** means the date on whichthe Clerk of the Bankruptcy Court enters the Confirmation Order on its docket.

***            ConfirmationHearing*** means the hearing to beheld by the Bankruptcy Court to consider confirmation of the Plan pursuant tosection 1129 of the Bankruptcy Code, as such hearing may be adjourned orcontinued from time to time.

***            ConfirmationOrder*** means the order of theBankruptcy Court confirming the Plan pursuant to section 1129 of the BankruptcyCode.

***                        Contested Claim***means such Claim (i) to the extent it islisted in the Schedules as disputed, contingent, or unliquidated, in whole orin part, and as to which no proof of claim has been filed; (ii) if it is listedin the Schedules as undisputed, liquidated, and not contingent and as to whicha proof of claim has been filed with the Bankruptcy Court, to the extent (A)the proof of claim amount exceeds the amount indicated in the Schedules, or (B)the proof of claim priority differs from the priority set forth in theSchedules, in each case as to which an objection was filed on or before theObjection Deadline, unless and to the extent allowed in amount and/or priorityby a Final Order of the Bankruptcy Court; (iii) if it is not listed in theSchedules or was listed in the Schedules as disputed, contingent or unliquidated,in whole or in part, but as to which a proof of claim has been filed with theBankruptcy Court, in each case as to which an objection was filed on or beforethe Objection Deadline, unless and to the extent allowed in amount and/orpriority by a Final Order of the Bankruptcy Court; or (iv) as to which an objectionhas been filed on or before the Effective Date; provided, that a Claim that isfixed in amount and priority pursuant to the Plan or by Final Order on orbefore the Effective Date shall not be a Contested Claim.

***            Debtors*** means, collectively, PEPand PEH.

3

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***            Debtorin Possession*** means any Debtor, in its capacity as a debtor in possession, pursuantto sections 1107(a) and 1108 of the Bankruptcy Code.

***            Disclosure Statement*** means the disclosurestatement related to the Plan including, without limitation, all exhibits andschedules thereto, as approved by the Bankruptcy Court pursuant to section 1125of the Bankruptcy Code.

***           ******DistributionDate*** means,with respect to any Claim, (a) the Effective Date, if such Claim is then anAllowed Claim, or (b) a date that is as soon as reasonably practicable afterthe date such Claim becomes Allowed, if not Allowed on the Effective Date, provided,however, that in no event shall the Disbursing Agent be required to makedistributions otherwise required pursuant to this Plan more frequently thanquarterly.

***            EffectiveDate*** means the first BusinessDay:  (a) after the Confirmation Order has become a Final Order and (b) onwhich no stay of the Confirmation Order is in effect; and (c) on whichconditions in Article 9 of the Plan have been satisfied or waived in accordancewith the Plan.

***            EquityInterest*** means an ownershipinterest in either of the Debtors as evidenced by an equity security, as suchterm is defined in section 101(16) of the Bankruptcy Code.

***            Escrow******Account***hasthe meaning ascribed to such term in paragraph 3.5(b) hereof.

***            Estate*** means the estate of eachDebtor in these Cases and, collectively the estates of all Debtors in theseCases, created pursuant to section 541 of the Bankruptcy Code.

***            FeeApplication***meansan application for allowance and payment of a Fee Claim.

***            Fee Claim*******means a Claim of a Professional Person.

***            Final Order*** means an order orjudgment entered by the Bankruptcy Court that has not been reversed, stayed,modified, or amended and that has not been and may no longer be appealed fromor otherwise reviewed or reconsidered, as a result of which such order orjudgment shall have become final and non-appealable in accordance withBankruptcy Rule 8002.

***            GeneralUnsecured Claims*** means, collectively, PEP General Unsecured Claims and PEH GeneralUnsecured Claims.

***            MAI*** means Mirant Americas, Inc.

***            MAI Claim*** means the claim of MAIallowed against PEP in the amount of $98.7 million pursuant to the MirantSettlement Agreement.

***                        MAI SubordinatedLoan Agreement*******meansthat certain Subordinated Loan Agreement dated August 23, 2002 between PEP andMAI whereby MAI agreed to lend to PEP $100 million, subject to the terms andconditions set forth therein.

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           ***Mirant Settlement Agreement***means that certain Settlement Agreement dated May 26, 2005 among the Debtors,MAI, Mirant Corporation and Mirant Americas Energy Marketing, Inc., approved byorder dated June 24, 2005 of the Bankruptcy Court and by order dated June 28,2005 of the United States Bankruptcy Court for the Northern District of Texaspresiding over the chapter 11 cases of MAI and certainof its affiliates.

***           ******Notice ofConfirmation***means the notice of entry of the Confirmation Order to be mailed to holders ofClaims and Equity Interests.

***            ObjectionDeadline***means the deadline for filing objections to Claims as set forth in Section 9.1of the Plan.

***            Other Priority Claims*** means all Claims thatare entitled to priority pursuant to section 507(a) or (b) of the BankruptcyCode and that are not Administrative Claims or Priority Tax Claims.

***            OtherSecured Claim*** means a prepetitionClaim against either of the Debtors that is neither a Bank Claim nor an MAIClaim and is (i) secured by Collateral, the amount of which is equal to or lessthan the value of such Collateral (a) as agreed to by the holder of such Claimand the Debtors or (b) as determined by a Final Order in accordance withsection 506(a) of the Bankruptcy Code or (ii) in the amount of any rights ofsetoff of the holder thereof under section 553 of the Bankruptcy Code.

***            PEH*** means Perryville EnergyHoldings, LLC, a Louisiana limited liability company and owner of100% of the member interest of PEP.  

***            PEHEquity Interest*** means an Equity Interest in PEH.

***            PEH General Unsecured Claims*** means all Claims againstPEH which are not Secured Claims, Other Priority Claims, Priority Tax Claims orAdministrative Claims and are not otherwise entitled to priority under theBankruptcy Code or an order of the Bankruptcy Court.

***            PEP*** means Perryville EnergyPartners, L.L.C., a Louisiana limited liability company.

***            PEPEquity Interest*** means an Equity Interest in PEP.

***            PEP General Unsecured Claims*** means all Claims againstPEP which are not Secured Claims, Other Priority Claims, Priority Tax Claims orAdministrative Claims and are not otherwise entitled to priority under theBankruptcy Code or an order of the Bankruptcy Court. 

***            Person*** means an individual, acorporation, a partnership, limited liability company, an association, a jointstock company, a joint venture, an estate, a trust, an unincorporatedorganization, a government or any political subdivision thereof, or any otherentity.

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***            PetitionDate*** means January 28, 2004, the date on which the Debtors filed their voluntarypetitions for relief under the Bankruptcy Code in the United States BankruptcyCourt for the Western District of Louisiana.

***            Plan*** means this plan ofreorganization proposed by the Debtors, and all supplements and exhibitshereto, as the same may be amended or modified by the Debtors, from time totime, pursuant to and in accordance with the Plan, the Bankruptcy Code, and theBankruptcy Rules.

***            PlanDistribution***means the payment or distribution under the Plan of Cash, Assets, securities orinstruments evidencing an obligation under the Plan to the holder of an AllowedClaim or Equity Interest.

***            PriorityTax Claims*** means all claims thatare entitled to priority under section 507(a)(8) of the Bankruptcy Code.

***            Professional*** ***Person***means anyprofessional employed in these Cases pursuant to section 327 of the BankruptcyCode or otherwise, and any professional seeking compensation or reimbursementof expenses in connection with these Cases pursuant to sections 330, 331,and/or 503(b)(4) of the Bankruptcy Code. 

***            ReleasedParty*****meansany member, manager, employee, agent, representative, attorney, accountant,financial advisor or other professional of a Debtor (each, solely in theircapacity as such), but only if, in each case, such party served in suchcapacity on or after the Petition Date.

***            Reorganized Debtors*** means, collectively, Reorganized PEP andReorganized PEH.

***            Reorganized******PEP*******means PEP, as reorganized on and afterthe Effective Date.

***            Reorganized PEH*** means PEH, as reorganized on and after the Effective Date.

***            Schedules*** means the schedules ofassets and liabilities and the statement of financial affairs filed by theDebtors under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007 and theOfficial Bankruptcy Forms of the Bankruptcy Rules as such schedules andstatements have been or may be supplemented or amended through the ConfirmationDate.

***                        Secured Claim***means a prepetition Claim against either of the Debtors that is an OtherSecured Claim, a Bank Claim or an MAI Claim.

## **1.2             **Interpretation.

                        Unless otherwise specified, all section, article, andexhibit references in the Plan are to the respective section in, article of, orexhibit to, the Plan, as the same may be amended or modified from time to time.Words denoting the singular number shall include the plural number and viceversa, as appropriate, and words denoting one gender shall include the othergender.

6

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The Disclosure Statement may be referred to for purposes ofinterpretation to the extent any term or provision of the Plan is determined bythe Bankruptcy Court to be ambiguous.

## **1.3             **Application of Definitions and Rules ofConstruction Contained in the Bankruptcy Code.

                            Words and terms defined in section 101 of theBankruptcy Code shall have the same meanings when used in the Plan, unless adifferent definition is given in the Plan. The rules of construction containedin section 102 of the Bankruptcy Code shall apply to the construction of thePlan.

## **1.4             **Other Terms.

                           The words "herein," "hereof," "hereto," "hereunder,"and others of similar import refer to the Plan as a whole and not to anyparticular section, subsection, or clause contained in the Plan.

# **ARTICLEII.**CLASSIFICATIONOF CLAIMS AND EQUITY INTERESTS

                            For the purposes of organization, voting and allconfirmation matters, except as otherwise provided herein, all Claims and allEquity Interests in the Debtors shall be classified as set forth in thisArticle II of the Plan.

## **2.1             **Administrative Claims and Priority Tax Claims.

                            As provided by section 1123(a)(1) of the BankruptcyCode, Administrative Claims and Priority Tax Claims shall not be classifiedunder the Plan, and shall instead be treated separately as unclassified Claimson the terms set forth in Article III of the Plan.

## **2.2             **Class 1 - Other Priority Claims.

                            Class 1 shall consist of all Other Priority Claimsagainst either of the Debtors.   

## **2.3             **Class 2 - Bank Claims.

                            Class 2 shall consist of all Bank Claims againsteither of the Debtors.  

## **2.4             **Class 3 - MAI Claims.

                            Class 3 shall consist of the MAI Claims against eitherof the Debtors.  

## **2.5             **Class 4 - Other Secured Claims.

                            Class 4 shall consist of the Other Secured Claimsagainst either of the Debtors. 

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## **2.6             **Class 5 - General Unsecured Claims.

                            Class 5 shall consist of all PEP General UnsecuredClaims and PEH General Unsecured Claims.

## **2.7             **Class 6 - PEH Equity Interests.

                            Class 6 shall consist of all PEH Equity Interests.

## **2.8             **Class 7 - PEP Equity Interests.

                            Class 7 shall consist of all PEP Equity Interests.

## **2.9             **Separate Classification of PEP GeneralUnsecured Claims and PEH General Unsecured Claims.

                            For purposes of classifying claims in accordance withsection 1122 of the Bankruptcy Code, PEP General Unsecured Claims and PEHGeneral Unsecured Claims are separate classes under this Plan and shall betreated as separate classes for the purposes of voting on the Plan andreceiving distributions under the Plan.  However, as the treatment affordedsuch claims under the Plan are identical, the Debtors, for the purposes ofconvenience, have elected to set forth the treatment of both classes of GeneralUnsecured Claims together in one section.

# **ARTICLEIII.**IDENTIFICATIONOF IMPAIREDCLASSES OF CLAIMS AND EQUITY INTERESTS

## **3.1             **Unimpaired Classes of Claims and EquityInterests.

                            The following Claims and Equity Interests areunimpaired under the Plan:  (i) Other Priority Claims (Class 1), (ii) MAIClaims (Class 3), (iii) Other Secured Claims (Class 4), (iv) PEH EquityInterests (Class 6), and (v) PEP Equity Interests (Class 7).  The holders ofClaims and Equity Interests in the foregoing classes are unimpaired and areconclusively presumed to have accepted the Plan and are not entitled to vote toaccept or reject the Plan.

## **3.2             **Impaired Classes of Claims and Equity Interests.

                            The following Claims are impaired under the Plan:  (i)Bank Claims (Class 2) and (ii) General Unsecured Claims (Class 5).  Holders of Claimsin Classes 2 and 5 are entitled to vote to accept or reject the Plan.

## **3.3             **Impairment Controversies.

                            If a controversy arises as to whether any Claim orEquity Interest, or any class of Claims or Equity Interests, is impaired underthe Plan, the Bankruptcy Court shall, after notice and a hearing, determinesuch controversy.

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# **ARTICLE IV.**PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN

## **4.1             **Class 1 - Other Priority Claims.

                            Each holder of an AllowedClass 1 Claim as of the Effective Date shall receive, in full and completesettlement, satisfaction and discharge of its Claim, Cash in an amount equal toits Allowed Other Priority Claim on the latest of (i) the Effective Date, (ii)the date that is ten (10) days after the Allowance Date of such Claim, and(iii) the date when such Allowed Claim becomes due and payable according to itsterms and conditions, or as soon thereafter as is practicable.

## **4.2             **Class 2 - Bank Claims.

    (a)               Estimationof Bank Claim for Reserve.  In the event that the Bank Claim has not been paidin full or otherwise satisfied as of the Effective Date, the Bank Claim shallbe estimated and capped, for the purposes of establishing a cash collateralreserve to secure the payment of the Bank Claim, in the amount of $300,000.

    (b)              Establishmentof Escrow Account. In theevent that the Bank Claim has not been paid in full or otherwise satisfied as ofthe Effective Date, PEP shall deposit the sum of $300,000 (or such lesser amountas the Agent and PEP shall agree in writing) in a segregated interest bearingaccount maintained by Agent (or such other financial institution as Agent andPEP shall agree in writing) (the "Escrow Account").  The Agent, for thebenefit of the Banks, shall continue to have a perfected security interest andlien on the Escrow Account until the Bank Claim has been paid in full orotherwise satisfied.

    (c)               Releaseof Security Interests Etc.  On the Effective Date, all Liens, mortgages,security interests and other encumbrances securing the Bank Claims (other thanthe security interest in the Escrow Account provided for in paragraph 4.2(b) above)shall be deemed released.  The Agent shall promptly take all steps reasonablynecessary to evidence the release of such Liens, mortgages and securityinterests if so requested by the Debtors.

    (d)              Liquidationof Bank Claim.  Unless the Debtors and Agent agree on the Allowed Amountof the Bank Claim, the Debtors or the Banks may, at any time, file andprosecute a motion in the Bankruptcy Court seeking the allowance ordisallowance of the Bank Claim, in whole or in part, provided, however,that in no event shall the Bank Claim be allowed for an amount in excess of$300,000.

    (e)               Distributions.  Each holder of an Allowed Class 2 Claim as of theEffective Date shall receive, in full and complete settlement, satisfaction anddischarge of its Claim, Cash in an amount equal to its Allowed Bank Claim onthe latest of (i) the Effective Date, (ii) the date that is ten (10) days afterthe Allowance Date of such Claim, and (iii) the date when such Allowed Claimbecomes due and payable according to its terms and conditions, or as soonthereafter as is practicable.

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    (f)                ExcessFunds in Escrow Account.  Once the Bank Claim is liquidated, allowed and paidin full (i) the Liens, security interests, and/or rights of setoff of the Agent(or such other person as may be holding the Escrow Account) on or against theEscrow Account shall be automatically released without the need for furtheraction, and (ii) all funds in the Escrow Account not used to satisfy the BankClaim shall be promptly paid and transferred to  PEP (or to such Person as PEPmay direct).

## **4.3             **Class 3 - MAI Claim.

                            As of July 19, 2005, pursuant to the Mirant SettlementAgreement, PEP offset PEP's $98.7 million guarantee claim against MAI againstthe MAI Claim, thereby satisfying all of PEP's obligations to MAI on account ofthe MAI Claim.

## **4.4             **Class 4 - Other Secured Claims.

                            Class 4 Claims are not impaired.  The Plan does notalter the legal, equitable, and contractual rights of the holders of AllowedClass 4 Claims.

## **4.5             **Class 5 - General Unsecured Claims.

                            Each holder of an Allowed Class 5 Claim as of the EffectiveDate shall receive, in full and complete settlement, satisfaction and dischargeof its Claim, Cash in an amount equal to its Allowed General Unsecured Claim onthe latest of (i) the Effective Date, (ii) the date that is ten (10) days afterthe Allowance Date of such Claim, and (iii) the date when such Allowed Claimbecomes due and payable according to its terms and conditions, or as soonthereafter as is practicable.

## **4.6             **Class 6 - PEH Equity Interests.

                            The holders of PEH Equity Interests shall retain suchinterests on the Effective Date.  The Plan does not impair any of such holders'rights arising as a consequence of such holders' ownership of such EquityInterests.  On and after the Effective Date, PEH may, in its sole discretion,consistent with applicable non-bankruptcy law, make distributions to holders ofPEH Equity Interests.

## **4.7             **Class 7 - PEP Equity Interests.

                            The holders of PEP Equity Interests shall retain suchinterests on the Effective Date.  The Plan does not impair any of such holders'rights arising as a consequence of such holders' ownership of such EquityInterests.  On and after the Effective Date, PEP may, in its sole discretion,consistent with applicable non-bankruptcy law, make distributions to holders ofPEP Equity Interests.

## **4.8             **Distribution Limitations.

                            No distribution shall be made on account of any Claim,or part thereof, (i) that is not an Allowed Claim, (ii) that has been avoidedor is subject to any objection, or (iii) that would 

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result in the holder ofsuch Claim receiving property having a value, as of the Effective Date, of morethan 100% of the Allowed Amount of such Claim.

# **ARTICLEV.**PROVISIONSFOR TREATMENTOF UNCLASSIFIED CLAIMS UNDER THE PLAN

## **5.1             **Unclassified Claims.

                            Administrative Claims and Priority Tax Claims aretreated in accordance with sections 1129(a)(9)(A) and 1129(a)(9)(C) of theBankruptcy Code, respectively. Such Claims are unimpaired under the Plan and inaccordance with section 1123(a)(1) of the Bankruptcy Code, are not designatedas classes of Claims for the purposes of this Plan or for the purposes ofsections 1123, 1124, 1125, 1126 or 1129 of the Bankruptcy Code.

## **5.2             **Treatment of Administrative Claims.

                            All Administrative Claims shall be treated as follows:

               (a)               Timefor Filing Administrative Claims

                            The holder of an Administrative Claim, other than (i) aFee Claim, (ii) a liability incurred and payable in the ordinary course ofbusiness by a Debtor (and not past due), or (iii) an Administrative Claim thathas been Allowed on or before the Effective Date, must file with the BankruptcyCourt and serve on the Debtors and the Office of the United States Trustee,notice of such Administrative Claim within sixty (60) days after service ofNotice of Confirmation.  Such notice must include at a minimum (A) the name ofthe Debtor(s) which are purported to be liable for the Claim, (B) the name ofthe holder of the Claim, (C) the amount of the Claim, and (D) the basis of theClaim. **Failure to file and serve such noticetimely and properly shall result in the Administrative Claim being foreverbarred and discharged.**

               (b)              Timefor Filing Fee Claims

                            Each Professional Person who holds or asserts a FeeClaim shall be required to file with the Bankruptcy Court, and serve on allparties required to receive notice, a Fee Application within forty-five (45)days after the Effective Date. **The failure totimely file and serve such Fee Application without good cause shall result inthe Fee Claim being forever barred and discharged.**

                (c)               Allowanceof Administrative Claims/Fee Claims

                            An Administrative Claim with respect to which noticehas been properly filed and served pursuant to Section 5.2(a) shall become anAllowed Administrative Claim if no objection is filed within thirty (30) daysafter the later of (i) the Effective Date, or (ii) the date of service of theapplicable notice of Administrative Claim or such later date as may be approvedby the Bankruptcy Court on motion of a party in interest, without notice or ahearing. If an objection is filed within such 30-day period (or any extensionthereof), the Administrative Claim shall 

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become an Allowed Administrative Claimonly to the extent allowed by Final Order. A Fee Claim in respect of which aFee Application has been properly filed and served pursuant to Section 5.2(b)shall become an Allowed Administrative Claim only to the extent allowed byFinal Order.

               (d)              Paymentof Allowed Administrative Claims

                            On the applicable Distribution Date, each holder of anAllowed Administrative Claim shall receive (i) the amount of such holder'sAllowed Claim in one Cash payment, or (ii) such other treatment as may beagreed upon in writing by the Debtors and such holder; provided, that anAdministrative Claim representing a liability incurred in the ordinary courseof business of the Debtors may be paid at the Debtors' election in the ordinarycourse of business.

## **5.3             **Treatment of Priority Tax Claims.

                            At the election of the Debtors, each holder of anAllowed Priority Tax Claim shall receive in full satisfaction of such holder'sAllowed Priority Tax Claim, (a) the amount of such holder's Allowed Priority TaxClaim, in equal annual Cash payments on each anniversary of the Effective Date,until the sixth anniversary of the date of assessment of such Priority TaxClaim (provided that the Disbursing Agent may prepay the balance of any such AllowedPriority Tax Claim at any time without penalty); (b) a lesser amount in oneCash payment as may be agreed upon in writing by such holder; or (c) such othertreatment as may be agreed upon in writing by such holder; provided, that suchagreed upon treatment may not provide such holder with a return having apresent value as of the Effective Date that is greater than the Allowed Amountof such holder's Allowed Priority Tax Claim.

# **ARTICLEVI.**ACCEPTANCEOR REJECTION OF THE PLAN

# **6.1             **Classes Entitled to Vote.

                            Only holders of Bank Claims (Class 2) and GeneralUnsecured Claims (Class 5), are entitled to vote on the Plan.  Holders ofClaims in Classes 1, 3, and 4 and Equity Interests in Classes 6 and 7 aredeemed to have accepted the Plan and are not entitled to vote on the Plan.

## **6.2             **Cramdown.

                            If all applicable requirements for confirmation of thePlan are met as set forth in section 1129(a)(1) through (13) of the BankruptcyCode except subsection (8) thereof, the Plan shall be treated as a request thatthe Bankruptcy Court confirm the Plan in accordance with section 1129(b) of theBankruptcy Code, notwithstanding the failure to satisfy the requirements ofsection 1129(a)(8), on the basis that the Plan is fair and equitable and doesnot discriminate unfairly with respect to each class of Claims that is impairedunder, and has not accepted, the Plan.

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## **6.3             **Class Acceptance Requirement.

                            A class of Claims shall have accepted the Plan if itis accepted by at least two-thirds (2/3) in amount and more than one-half (1/2)in number of the Allowed Claims in such class that have voted on the Plan.  Aclass of Equity Interests shall have accepted the Plan if it is accepted byholders of at least two-thirds (2/3) of the Equity Interests in such class thatactually vote on the Plan.

## **6.4             **Elimination of Classes for Voting Purposes.

                            Any Class of Claims that is not occupied as of thedate of the commencement of the Confirmation Hearing by an Allowed Claim or aClaim temporarily Allowed under Rule 3018 of the Bankruptcy Rules or as towhich no vote is cast shall be deemed deleted from the Plan for the purpose ofvoting on the Plan by any such Class under section 1129 of the Bankruptcy Code.

# **ARTICLEVII.**MEANSFOR IMPLEMENTATION OF THE PLAN

## **7.1             **Operations between the Confirmation Date andthe Effective Date.

                            During the period from the Confirmation Date throughand until the Effective Date, the Debtors shall continue to operate theirbusinesses as Debtors in Possession, subject to the oversight of the BankruptcyCourt as provided in the Bankruptcy Code, the Bankruptcy Rules and all Ordersof the Bankruptcy Court that are then in full force and effect. 

## **7.2             **Company Action.

                            The entry of the Confirmation Order shall constituteauthorization for the Debtors to take or cause to be taken all company actionsnecessary or appropriate to implement all provisions of, and to consummate, thePlan prior to, on and after the Effective Date and all such actions taken orcaused to be taken shall be deemed to have been authorized and approved by theBankruptcy Court without further approval, act or action under any applicablelaw, order, rule or regulation.

## **7.3             **Termination of Certain Debt Obligations.

                            Upon the occurrence of the Effective Date, the BankCredit Agreement and the MAI Subordinated Loan Agreement shall be cancelled andannulled.

## **7.4             **Continued Corporate Existence of the Debtors.

                            Each of the Debtors shall continue to exist after theEffective Date as a separate entity, with all the powers available to suchlegal entity, in accordance with applicable law and pursuant to theirrespective organizational documents.

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## **7.5             **Re-vesting of Assets.

                            Upon the occurrence of the Effective Date, except asotherwise provided in the Plan, title to all of the Assets of the Debtors shallvest in the Reorganized Debtors free and clear of all Liens, Claims, Causes ofAction, interests, security interests and other encumbrances and withoutfurther order of the Bankruptcy Court. On and after the occurrence of theEffective Date, except as otherwise provided in the Plan, the Reorganized Debtorsmay operate their business and may use, acquire and dispose of their Assetsfree of any restrictions of the Bankruptcy Code.

## **7.6             **Management.

                            Upon the occurrence of the Effective Date, themanagement, control, and operation of the Debtors shall be the general responsibilityof each such entity's current membership and management. Entry of theConfirmation Order shall ratify and approve all actions taken by each of theDebtors from the Petition Date through and until the Effective Date.

## **7.7             **Boards of Managers.

                            On the Effective Date, the board of managers of eachDebtor shall be comprised of the individuals who currently hold such positions.

## **7.8             **Causes of Action.

                            Except as otherwise provided in the Plan, all Causesof Action assertable by any of the Debtors, shall, upon the occurrence of theEffective Date, be retained by, and be re-vested in, the Reorganized Debtors,in accordance with the Plan. Except as otherwise provided in the Plan, theDebtors' rights to commence such Causes of Action shall be preservednotwithstanding the occurrence of the Effective Date.

**                            No Person or Entity may rely on theabsence of a specific reference in the Plan or the Disclosure Statement to anyCause of Action against them as any indication that the Debtors or ReorganizedDebtors will not pursue any and all available Causes of Action against them.The Debtors and the Estates, as applicable, expressly reserve all rights toprosecute any and all Causes of Action against any Person or Entity.**

## **7.9             **Appointment of the Disbursing Agent.

                            Upon the occurrence of the Effective Date, ReorganizedPEP shall be appointed to serve as the Disbursing Agent, and shall have allpowers, rights, duties and protections afforded the Disbursing Agent under thePlan.  Reorganized PEP shall continue to serve as Disbursing Agent until suchtime as it is relieved of such duties by order of the Bankruptcy Court.

## **7.10         **Sources of Cash for Plan Distributions.

                            All Cash necessary for the Disbursing Agent to makepayments and Plan Distributions shall be obtained from the Debtors' existingCash balances and cash received by 

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the Debtors in connection with the sale ofits allowed claims against Mirant Corporation, Mirant Americas EnergyMarketing, Inc. and MAI pursuant to the Mirant Settlement Agreement.

# **ARTICLEVIII.**DISTRIBUTIONPROVISIONS

## **8.1             **Plan Distributions.

                            The Disbursing Agent shall make all PlanDistributions. Whenever any Plan Distribution shall be due on a day other thana Business Day, such Plan Distribution shall instead be made, without interest,on the immediately succeeding Business Day, but shall be deemed to have beenmade on the date due. For federal income tax purposes, a Plan Distribution willbe allocated to the principal amount of a Claim first and then, to the extentthe Plan Distribution exceeds the principal amount of the Claim, to the portionof the Claim representing accrued but unpaid interest.

## **8.2             **Timing of Plan Distributions.

                            Each Plan Distribution shall be made on the relevantDistribution Date therefor and shall be deemed to have been timely made if madeon such date or within ten (10) days thereafter.

## **8.3             **Address for Delivery of Plan Distribution.

                            Subject to Bankruptcy Rule 9010, any Plan Distributionor delivery to a holder of an Allowed Claim shall be made at the address ofsuch holder as set forth (a) in the Schedules, (b) on the proof of Claim filedby such holder, (c) in any notice of assignment filed with the Bankruptcy Courtwith respect to such Claim pursuant to Bankruptcy Rule 3001(e), or (d) in anynotice served by such holder giving details of a change of address. If any PlanDistribution is returned to the Disbursing Agent as undeliverable, no PlanDistributions shall be made to such holder unless the Disbursing Agent isnotified of such holder's then current address within ninety (90) days aftersuch Plan Distribution was returned. After such date, if such notice was notprovided, a holder shall have forfeited its right to such Plan Distribution,and the undeliverable Plan Distributions shall revert to the Reorganized Debtors.

## **8.4             **Time Bar to Cash Payments.

                            Checks issued in respect of Allowed Claims shall benull and void if not negotiated within one hundred and eighty (180) days afterthe date of issuance thereof. Requests for reissuance of any voided check shallbe made directly to the Disbursing Agent by the holder of the Allowed Claim towhom such check was originally issued. Any claim in respect of such a voidedcheck shall be made on or before the later of: (a) the first anniversary of thedate on which such Plan Distribution was made and (b) one hundred and eighty(180) days after the date of issuance of such check. If no claim is made asprovided in the preceding sentence, any claims in respect of such void checkshall be discharged and forever barred and such unclaimed Plan Distributionshall revert to the Reorganized Debtors.

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## **8.5             **Manner of Payment under the Plan.

                           Unless the Person or Entity receiving a PlanDistribution agrees otherwise, any Plan Distribution to be made in Cash underthe Plan shall be made, at the election of the Disbursing Agent, by check drawnon a domestic bank or by wire transfer from a domestic bank. Cash payments toforeign creditors may be made, at the option of the Disbursing Agent, in suchfunds and by such means as are necessary or customary in a particular foreignjurisdiction.

## **8.6             **Expenses Incurred on or after the EffectiveDate and Claims of the Disbursing Agent.

                            Except as otherwise ordered by the Bankruptcy Court oras provided herein, the amount of any reasonable fees and expenses incurred (orto be incurred) by the Disbursing Agent on or after the Effective Date (including,but not limited to, taxes) shall be paid when due. Professional fees andexpenses incurred by the Disbursing Agent from and after the Effective Date inconnection with the effectuation of the Plan shall be paid in the ordinarycourse of business. Any dispute regarding compensation shall be resolved byagreement of the parties or if the parties are unable to agree, as determinedby the Bankruptcy Court.

## **8.7             **Fractional Plan Distributions.

                            Notwithstanding anything to the contrary containedherein, no Plan Distributions of fractional shares or fractions of dollars willbe made. Fractional shares and fractions of dollars shall be rounded to thenearest whole unit (with any amount equal to or less than one-half share orone-half dollar, as applicable, to be rounded down).

## **8.8             **Special Distribution Provisions for PEP EquityInterests and PEH Equity Interests.

                            The Confirmation Date shall be the record date fordetermining the holders of Allowed Equity Interests entitled to receive PlanDistributions. For the purpose of making Plan Distributions, the transferledger in respect of the Equity Interests shall be closed as of the close ofbusiness on the Confirmation Date, and the Disbursing Agent shall be entitledto recognize and deal for all purposes herein with only those holders of recordstated on the transfer ledger maintained by the stock transfer agent for theEquity Interests as of the close of business on the Confirmation Date.   

## **8.9             **Surrender and Cancellation of Instruments.

                            As a condition to receiving any Plan Distribution, onor before the Distribution Date, the holder of an Allowed Claim shall surrenderall certificates or instruments representing such Claim and to execute anddeliver such other documents as may be necessary to effectuate the Plan. Suchcertificates or instruments shall thereafter be cancelled and extinguished. TheDisbursing Agent shall have the right to withhold any Plan Distribution to bemade to or on behalf of any holder of such Claims unless and until suchcertificate or instruments are surrendered, or unless any relevant holderprovides to the Disbursing Agent an affidavit of loss or such other documentsas may be required by the Disbursing Agent together with an appropriateindemnity in the customary form. Any such holder who fails to surrender suchcertificate or interest or otherwise fails to deliver an affidavit of loss andindemnity prior to the 

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second anniversary of the Effective Date, shall bedeemed to have forfeited its Claims and shall not participate in any PlanDistribution. All property in respect of such forfeited Claims shall revert to theReorganized Debtors.

# **ARTICLEIX.**PROCEDURESFOR RESOLVINGAND TREATING CONTESTED CLAIMS

## **9.1             **Objection Deadline.

                            As soon as practicable, but in no event later than onehundred and eighty (180) days after the Effective Date (subject to beingextended by the Bankruptcy Court upon motion of the Disbursing Agent withoutnotice or a hearing), objections to Claims shall be filed with the BankruptcyCourt and served upon the holders of each of the Claims to which objections aremade.

## **9.2             **Prosecution of Contested Claims.

                            The Disbursing Agent may object to the allowance ofClaims filed with the Bankruptcy Court with respect to which liability isdisputed in whole or in part. All objections that are filed and prosecuted asprovided herein shall be litigated to Final Order or compromised and settled inaccordance with section 9.3.

## **9.3             **Claims Settlement.

                            Notwithstanding any requirements that may be imposedpursuant to Bankruptcy Rule 9019, from and after the Effective Date, theDisbursing Agent shall have authority to settle or compromise all Claims andCauses of Action without further review or approval of the Bankruptcy Court.  Withreasonable promptness after the settlement of a Claim or Cause of Action, theDisbursing Agent shall file a notice or stipulation with the Bankruptcy Courtdescribing such settlement.  

## **9.4             **No Plan Distributions Pending Allowance.

                            Notwithstanding any other provision of the Plan, noPlan Distribution shall be made with respect to any Claim to the extent it is aContested Claim, unless and until such Contested Claim becomes an AllowedClaim, subject to the setoff rights as provided in Section 14.13.

## **9.5             **Estimation of Claims.

                            The Disbursing Agent may, at any time, request thatthe Bankruptcy Court estimate any Contested Claim pursuant to section 502(c) ofthe Bankruptcy Code regardless of whether the Disbursing Agent has previouslyobjected to such Claim or whether the Bankruptcy Court has ruled on any suchobjection, and the Bankruptcy Court will retain jurisdiction to estimate anyClaim at any time during litigation concerning any objection to any Claim,including during the pendency of any appeal relating to any such objection. Inthe event that the 

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Bankruptcy Court estimates any Contested Claim, that estimatedamount will constitute the Allowed amount of such Claim for all purposes underthe Plan. All of the objection, estimation, settlement, and resolutionprocedures set forth in the Plan are cumulative and not necessarily exclusiveof one another. Claims may be estimated and subsequently compromised, settled,withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

# **ARTICLEX.**CONDITIONPRECEDENT TOCONFIRMATION OF THE PLAN ANDTHE OCCURRENCE OF THE EFFECTIVE DATE

## **10.1         **Condition Precedent to Confirmation.

                            It is a condition precedent to confirmation of thePlan that the Confirmation Order and the Plan shall be, in form and substance,acceptable to the Debtors.

## **10.2         **Condition Precedent to the Occurrence of theEffective Date.

                            It is a condition precedent to the occurrence of theEffective Date that the Confirmation Order (i) shall have been entered by theClerk of the Bankruptcy Court, (ii) shall be a Final Order, (iii) shall be infull force and effect and (iv) shall not be subject to any stay or injunction.

## **10.3         **Waiver of Conditions.

                            The Debtors may waive the condition set forth insection 10.2(ii) in a writing executed by each of them without notice or orderof the Bankruptcy Court and without notice to any parties in interest.

## **10.4         **Effect of Non-Occurrence of the Effective Date.

                            If the Effective Date shall not occur, the Plan shallbe null and void and nothing contained in the Plan shall: (a) constitute awaiver or release of any Claims against or Equity Interests in a Debtor; (b)prejudice in any manner the rights of the Debtors, including withoutlimitation, the right to seek a further extension of the exclusivity periodsunder section 1121(d) of the Bankruptcy Code; or (c) constitute an admission,acknowledgement, offer or undertaking by the Debtors.

# **ARTICLEXI.**THEDISBURSING AGENT

## **11.1         **Powers and Duties.

                            Pursuant to the terms and provisions of the Plan, theDisbursing Agent shall be empowered and directed to (a) take all steps andexecute all instruments and documents necessary to make Plan Distributions toholders of Allowed Claims and Equity Interests; (b) comply with the Plan andthe Debtors' obligations thereunder; (c) employ, retain, or replace

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professionals to represent it with respect to its responsibilities; (d) objectto Claims as specified in Article 8 hereof, and prosecute such objections; (e)compromise and settle any issue or dispute regarding the amount, validity,priority, treatment, or Allowance of any Claim as provided in Article 8 hereof;(f) make annual and other periodic reports regarding the status of distributionsunder the Plan to the Bankruptcy Court; such reports to be made available uponrequest to the holder of any Contested Claim; and (g) exercise such otherpowers as may be vested in the Disbursing Agent pursuant to the Plan or orderof the Bankruptcy Court.

## **11.2         **Plan Distributions.

                            Pursuant to the terms and provisions of the Plan, theDisbursing Agent shall make the required Plan Distributions specified under thePlan on the relevant Distribution Date therefor.

## **11.3         **Exculpation.

**                            Except as otherwise provided in thisSection 11.3, the Disbursing Agent, together with its managers, members,employees, agents, and representatives, are hereby exculpated by all Persons,Entities, holders of Claims and Equity Interests, and all other parties ininterest, from any and all Causes of Action arising out of the discharge of thepowers and duties conferred upon the Disbursing Agent by the Plan, any FinalOrder of the Bankruptcy Court entered pursuant to or in the furtherance of thePlan, or applicable law, except solely for actions or omissions arising out ofthe Disbursing Agent's willful misconduct or gross negligence. No holder of aClaim or an Equity Interest, or representative thereof, shall have or pursueany Cause of Action (a) against the Disbursing Agent or its managers, members,employees, agents, and representatives for making Plan Distributions inaccordance with the Plan, or (b) against any holder of a Claim for receiving orretaining Plan Distributions as provided for by the Plan. Nothing contained inthis Section 11.3 shall preclude or impair any holder of an Allowed Claim frombringing an action in the Bankruptcy Court against the Debtor to compel themaking of Plan Distributions contemplated by the Plan on account of such Claim.**

# **ARTICLEXII.**TREATMENTOF EXECUTORYCONTRACTS AND UNEXPIRED LEASES

## **12.1         **Assumption and Rejection of Executory Contractsand Unexpired Leases.

                           (a)        On the Effective Date, all executorycontracts and unexpired leases of the Debtors shall be rejected by the Debtorspursuant to the provisions of section 365 of the Bankruptcy Code, including,but not limited to, those agreements listed and described in the "Schedule ofRejected Executory Contracts and Unexpired Leases" attached to the DisclosureStatement, except: (a) any executory contracts and unexpired leases thatare the subject of separate motions to assume or assume and assign filedpursuant to section 365 of the Bankruptcy Code by the Debtors before theEffective Date; (b) contracts and leases listed in the "Schedule of Assumed andAssumed and Assigned Executory Contracts and Unexpired Leases" attached to theDisclosure Statement; (c) any executory contract or unexpired lease that is thesubject of a 

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dispute over the amount or manner of cure pursuant to the nextsection hereof and for which the Debtors make a motion to reject such contractor lease based upon the existence of such dispute filed at any time; and (d)any agreement, obligation, security interest, transaction or similarundertaking that the Debtors believe is not executory or a lease that is laterdetermined by the Bankruptcy Court to be an executory contract or unexpiredlease that is subject to assumption or rejection under section 365 of theBankruptcy Code. Any order entered after the Confirmation Date by theBankruptcy Court, after notice and a hearing, authorizing the rejection of an executorycontract or unexpired lease shall cause such rejection to be a prepetitionbreach under sections 365(g) and 502(g) of the Bankruptcy Code, as if suchrelief was granted and such order was entered preconfirmation.

                            (b)        Inclusion of a contract, lease orother agreement on the "Schedule of Rejected Executory Contracts and UnexpiredLeases" shall constitute adequate and sufficient notice that (i) any Claimsarising under or related to such specified agreements, obligations,transactions or similar undertakings shall be treated as General UnsecuredClaims under the Plan, and (ii) the Debtors are no longer bound by, orotherwise obligated to perform, any such obligations, transactions, orundertakings relating to or arising out of the foregoing after the EffectiveDate. The inclusion of a contract, lease or other agreement on either the "Scheduleof Rejected Executory Contracts and Unexpired Leases" or the "Schedule of Assumedand Assumed and Assigned Executory Contracts and Unexpired Leases" shall notconstitute an admission by the Debtors as to the characterization of whetherany such included contract, lease, or other agreement is, or is not, an executorycontract or unexpired lease or whether any claimants under any such contract,lease or other agreement are time barred from asserting Claims against theDebtors. The Debtors reserve all rights with respect to the characterization ofany such agreements.  The "Schedule of Rejected Executory Contracts andUnexpired Leases" and the "Schedule of Assumed and Assumed and Assigned ExecutoryContracts and Unexpired Leases" may be amended by the Debtors prior to theconclusion of the Confirmation Hearing to add or delete executory contracts orunexpired leases, provided, however, that not less than five (5)Business Days notice of such amendment shall be provided to each affectedparty.

                            (c)        The Plan shall constitute a motionto reject such executory contracts and unexpired leases rejected pursuant tothis section, and the Debtors shall have no liability thereunder except as isspecifically provided in the Plan. Entry of the Confirmation Order by the Clerkof the Bankruptcy Court shall constitute approval of such rejections pursuantto section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Courtthat each such rejected agreement, executory contract or unexpired lease isburdensome and that the rejection thereof is in the best interests of the Debtorsand their Estates.

## **12.2         **Cure.

                            At the election of the Debtors, any monetary defaultsunder each executory contract and unexpired leases to be assumed under thisPlan shall be satisfied pursuant to section 365(b)(1) of the Bankruptcy Code:(a) by payment of the default amount in Cash on the Effective Date or as soonthereafter as practicable; or (b) on such other terms as agreed to by theparties to such executory contract or unexpired lease. In the event of adispute regarding: (i) the amount of any cure payments; (ii) the ability toprovide adequate assurance of future performance under the contract or lease tobe assumed or assigned; or (iii) any other matter pertaining to assumption or

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assignment, the cure payments required by section 365(b)(1) of the BankruptcyCode shall be made following the entry of a Final Order resolving the disputeand approving assumption or assignment, as applicable. The "Schedule of Assumedand Assumed and Assigned Executory Contracts and Unexpired Leases" sets forththe Debtors' cure obligations for each agreement which must be satisfied as acondition to the assumption or assumption and assignment of such agreement. Anynon-Debtor counterparty to an agreement listed on the "Schedule of Assumed andAssumed and Assigned Executory Contracts and Unexpired Leases" who disputes thescheduled cure obligation must file with the Bankruptcy Court, and serve uponthe Debtors, a written objection to the cure obligation, which objection shallset forth the basis for the dispute, the alleged correct cure obligation, andany other objection related to the assumption or assumption and assignment ofthe relevant agreement by no later than ten (10) Business Days prior to theConfirmation Hearing. If a non-Debtor counterparty fails to file and serve anobjection which complies with the foregoing, the cure obligation set forth onthe "Schedule of Assumed and Assumed and Assigned Executory Contracts andUnexpired Leases" shall be binding on the non-Debtor counterparty, and thenon-Debtor counterparty shall be deemed to have waived any and all objectionsto the assumption or assumption and assignment of the relevant agreement asproposed by the Debtors.

## **12.3         **Claims Arising from Rejection or Termination.

                            Claims created by the rejection of executory contractsor unexpired leases or the expiration or termination of any executory contractor unexpired lease prior to the Confirmation Date must be filed with theBankruptcy Court and served on the Debtors (a) in the case of an executorycontract or unexpired lease rejected by the Debtors prior to the ConfirmationDate, in accordance with the Bar Date Order, or (b) in the case of an executorycontract or unexpired lease that (i) was terminated or expired by its termsprior to the Confirmation Date, or (ii) is rejected pursuant to Section 12.1,no later than thirty (30) days after the Confirmation Date. Any such Claims forwhich a proof of claim is not filed and served within such time will be foreverbarred from assertion and shall not be enforceable against the Debtors, theReorganized Debtors, or the Assets. Unless otherwise ordered by the BankruptcyCourt, all such Claims that are timely filed as provided herein shall betreated as General Unsecured Claims under the Plan subject to objection by theDisbursing Agent.  

# **ARTICLEXIII.**RETENTIONOF JURISDICTION

                            Pursuant to sections 105(a) and 1142 of the BankruptcyCode and except as expressly limited by the Mirant Settlement Agreement, theBankruptcy Court shall retain and shall have exclusive jurisdiction over anymatter (a) arising under the Bankruptcy Code, (b) arising in or related to theCases or the Plan, or (c) that relates to the following:

(i)                      To hearand determine any and all motions or applications pending on the ConfirmationDate or thereafter brought in accordance with Article XII hereof for theassumption and/or assignment or rejection of executory contracts or unexpiredleases to which any of the Debtors is a party or with respect to which any ofthe Debtors may be liable, and to hear and determine any and all Claims and anyrelated disputes (including, without 

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limitation, the exercise or enforcement ofsetoff or recoupment rights, or rights against any third party or the propertyof any third party resulting therefrom or from the expiration, termination orliquidation of any executory contract or unexpired lease);>

(ii)                    Todetermine any and all adversary proceedings, applications, motions, andcontested or litigated matters that may be pending on the Effective Date orthat, pursuant to the Plan, may be instituted by the Disbursing Agent or theDebtors, as applicable, after the Effective Date;

(iii)                   To hearand determine any objections to the allowance of Claims, whether filed,asserted, or made before or after the Effective Date, including, withoutexpress or implied limitation, to hear and determine any objections to theclassification of any Claim and to allow, disallow or estimate any ContestedClaim in whole or in part;

(iv)                  Toissue such orders in aid of execution of the Plan to the extent authorized orcontemplated by section 1142 of the Bankruptcy Code;

(v)                    Toconsider any modifications of the Plan, remedy any defect or omission, orreconcile any inconsistency in any order of the Bankruptcy Court, including,without limitation, the Confirmation Order;

(vi)                  To hearand determine all Fee Applications and applications for allowances ofcompensation and reimbursement of any other fees and expenses authorized to bepaid or reimbursed under the Plan or the Bankruptcy Code; 

(vii)                 To hearand determine all controversies, suits, and disputes that may relate to, impactupon, or arise in connection with the Plan or its interpretation,implementation, enforcement, or consummation;

(viii)               To hearand determine all controversies, suits, and disputes that may relate to, impactupon, or arise in connection with the Confirmation Order or its interpretation,implementation, enforcement, or consummation;

(ix)                  To theextent that Bankruptcy Court approval is required, to consider and act on thecompromise and settlement of any Claim or cause of action by, on behalf of, oragainst the Estates;

(x)                    Todetermine such other matters that may be set forth in the Plan, or theConfirmation Order, or that may arise in connection with the Plan, or theConfirmation Order;

(xi)                  To hearand determine all controversies, suits, and disputes that may relate to, impactupon, or arise in connection with any setoff and/or recoupment rights of theDebtors or any Person under the Plan;

(xii)                 To hearand determine all controversies, suits, and disputes that may relate to, impactupon, or arise in connection with Causes of Action of the Debtors commenced bythe Disbursing Agent or the Debtors, as applicable, before or after theEffective Date;

(xiii)               Toenter an order or final decree closing the Cases;

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(xiv)               Toissue injunctions, enter and implement other orders or take such other actionsas may be necessary or appropriate to restrain interference by any Person withconsummation, implementation or enforcement of the Plan or the ConfirmationOrder; and

(xv)                To hear and determine any other matters relatedhereto and not inconsistent withchapter 11 of the Bankruptcy Code.

# **ARTICLEXIV.**MISCELLANEOUSPROVISIONS

## **14.1         **Payment of Statutory Fees.

                            All fees payable pursuant to section 1930 of title 28of the United States Code, as determined by the Bankruptcy Court at theConfirmation Hearing, shall be paid by the Debtors on or before the EffectiveDate.

## **14.2         **Satisfaction of Claims.

                            The rights afforded in the Plan and the treatment ofall Claims herein shall be in exchange for and in complete satisfaction,discharge, and release of all Claims of any nature whatsoever, against theDebtors and the Debtors-in-Possession, or any of their Estates, Assets,properties, or interests in property. Except as otherwise provided herein, onthe Effective Date, all Claims against and Equity Interests in the Debtors andthe Debtors-in-Possession shall be satisfied, discharged, and released in full.

## **14.3         **Third Party Agreements; Subordination.

                            The right of the Debtors to seek subordination of anyClaim pursuant to section 510 of the Bankruptcy Code is fully reserved. 

## **14.4         **Debtors' Release.

                            Each Debtor hereby waives, releases and discharges theReleased Parties of and from any Claim arising prior to the Effective Daterelated to such party's acts or omissions to act (including, but not limitedto, any claims arising out of any alleged fiduciary or other duty) as an manager,member, agent, representative, attorney, accountant, financial advisor or otherprofessional of a Debtor (each, solely in its capacity as such); *provided, however*, that the releases setforth in this Section 14.4 shall not apply to acts or omissions that are theresult of gross negligence or willful misconduct.  This release shall notconstitute a release of any claim against a Released Party arising out of anyloan made by either of the Debtors to such Released Party.

## **14.5         **Exculpation.

**                        None of the Debtors, the ReorganizedDebtors or their affiliates, and all of their respective shareholders, managers,members, agents, advisors, consultants, successors and assigns, shall be liablefor any Cause of Action arising in connection with or out of the administrationof the Cases, pursuit of confirmation of the Plan, the consummation of the**

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**Plan, or the administration of the Plan or the property to be distributed underthe Plan, except for gross negligence or willful misconduct as determined byFinal Order of the Bankruptcy Court.**

## **14.6         **Discharge of Liabilities.

                        Upon the occurrence of the Effective Date, the Debtorsshall be discharged from all Claims and Causes of Action to the fullest extentpermitted by section 1141 of the Bankruptcy Code, and, except as otherwiseprovided in the Plan, all holders of Claims and Equity Interests shall beprecluded from asserting against the Debtors, the Reorganized Debtors, theAssets, or any property dealt with under the Plan, any further or other Causeof Action based upon any act or omission, transaction, event, thing, or otheractivity of any kind or nature that occurred or came into existence prior tothe Effective Date.

                        No provision of the Plan, the Confirmation Order, orsection 1141 of the Bankruptcy Code shall, or shall be construed to, discharge,release, or relieve the Debtors or any other party, in any capacity, from anyliability with respect to the Cleco Corporation Pension Plan under any law,governmental policy, or regulatory provision.  The Pension Benefit GuarantyCorporation shall not be enjoined from enforcing such liability as a result ofthe provisions for satisfaction, release and discharge of claims containedherein.  

## **14.7         **Notices.

                    Any notices, requests, and demands required orpermitted to be provided under the Plan, in order to be effective, shall be inwriting (including, without express or implied limitation, by facsimiletransmission), and, unless otherwise expressly provided herein, shall be deemedto have been duly given or made when actually delivered or, in the case ofnotice by facsimile transmission, when received and telephonically confirmed,addressed as follows:

Samuel Charlton IIIPerryville EnergyPartnersc/o CLECO Corporation2030 Donahue Ferry RoadPineville, LA 71360-5226

            - and -

Barry N. Seidel, Esq.King & Spalding LLP1185 Avenue of theAmericasNew York, NY 10036Facsimile: (212) 556-2375

            -and-

David Rubin, Esq.Kantrow, Spaht,Weaver & Blitzer (APLC)Suite 300, City Plaza

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445 North BoulevardPO Box 2997Facsimile: (225) 343-0630

## **14.8         **Headings.

                            The headings used in the Plan are inserted forconvenience only, and neither constitute a portion of the Plan nor in anymanner affect the construction of the provisions of the Plan.

## **14.9         **Governing Law.

                            Unless a rule of law or procedure is supplied byfederal law (including the Bankruptcy Code and the Bankruptcy Rules), the lawsof the State of Louisiana, without giving effect to the conflicts of lawsprinciples thereof, shall govern the construction of the Plan and anyagreements, documents, and instruments executed in connection with the Plan,except as otherwise expressly provided in such instruments, agreements ordocuments.

## **14.10     **Exemption from Transfer Taxes.

                            Pursuant to section 1146(c) of the Bankruptcy Code,the making or delivery of any deed or other instrument of transfer under, infurtherance of, or in connection with the Plan shall not be subject to anystamp, real estate transfer, mortgage recording, or other similar tax. 

## **14.11     **Modification of the Plan.

                            As provided in section 1127 of the Bankruptcy Code,modification of the Plan may be proposed in writing by the Debtors at any timebefore confirmation, provided that the Plan, as modified, meets therequirements of sections 1122 and 1123 of the Bankruptcy Code, and the Debtorsshall have complied with section 1125 of the Bankruptcy Code. The Debtors maymodify the Plan at any time after confirmation and before substantialconsummation, provided that the Plan, as modified, meets the requirements ofsections 1122 and 1123 of the Bankruptcy Code and the Bankruptcy Court, afternotice and a hearing, confirms the Plan as modified, under section 1129 of theBankruptcy Code, and the circumstances warrant such modifications. A holder ofa Claim that has accepted the Plan shall be deemed to have accepted such Planas modified if the proposed alteration, amendment or modification does notmaterially and adversely change the treatment of the Claim or Equity Interestof such holder.

## **14.12     **Revocation of Plan.

                            The Debtors reserve the right to revoke and withdrawthe Plan or to adjourn the Confirmation Hearing with respect to any one or moreof the Debtors prior to the occurrence of the Effective Date. If the Debtorsrevoke or withdraw the Plan with respect to any one or more of the Debtors, orif the Effective Date does not occur as to any Debtor, then, as to such Debtor,the Plan and all settlements and compromises set forth in the Plan shall bedeemed null and void and nothing contained herein and no acts taken inpreparation for consummation of the Plan shall be deemed to constitute a waiveror release of any Claims against or Equity Interests in such Debtor

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or toprejudice in any manner the rights of any of the Debtors or any other Person inany other further proceedings involving such Debtor.

                            In the event that the Debtors choose to adjourn theConfirmation Hearing with respect to any one or more of the Debtors, theDebtors reserve the right to proceed with confirmation of the Plan with respectto those Debtors in relation to which the Confirmation Hearing has not beenadjourned. With respect to those Debtors with respect to which the ConfirmationHearing has been adjourned, the Debtors reserve the right to amend, modify,revoke or withdraw the Plan and/or submit any new plan of reorganization atsuch times and in such manner as they consider appropriate, subject to theprovisions of the Bankruptcy Code.

## **14.13     **Setoff Rights.

                            In the event that any Debtor has a Claim of any naturewhatsoever against the holder of a Claim against such Debtor, then such Debtormay, but is not required to, set off against the Claim (and any payments orother Plan Distributions to be made in respect of such Claim hereunder) suchDebtor's Claim against such holder, subject to the provisions of sections 553,556 and 560 of the Bankruptcy Code and the Mirant Settlement Agreement, to theextent applicable. Neither the failure to set off nor the allowance of anyClaim under the Plan shall constitute a waiver or release of any Claims thatany Debtor may have against the holder of any Claim.

## **14.14     **Withholding Tax Requirements.

                            In connection with the Plan, the Debtors, theDisbursing Agent, and the Plan Trustees, as applicable, shall comply with allwithholding and reporting requirements imposed by federal, state, local, andforeign taxing authorities with respect to any Plan Distributions. Each holderof an Allowed Claim or Equity Interest that is to receive a Plan Distributionshall be required to provide to the payor thereof any information necessary tocomply with any such withholding or reporting requirements (including anyinformation necessary to establish such holder's exemption from any suchrequirements).

## **14.15     **Rates.

                            The Plan does not provide for the change of any ratethat is within the jurisdiction of any governmental regulatory commission afterthe occurrence of the Effective Date.

## **14.16     **Injunctions.

**                            (a)****        Onthe Effective Date and except as otherwise provided herein, all Persons andEntities who have been, are, or may be holders of Claims against or EquityInterests in the Debtors shall be permanently enjoined from taking any of thefollowing actions against or affecting the Reorganized Debtors, the Debtors,the Estates, the Assets, or the Disbursing Agent, or any of their current orformer respective members, managers, employees, agents, and professionals,successors and assigns or their respective assets and property with respect tosuch Claims or Equity Interests (other than actions brought to enforce anyrights or obligations under the Plan):**

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**                            (i)****         commencing,conducting or continuing in any manner, directly or indirectly, any suit,action or other proceeding of any kind (including, without limitation, allsuits, actions, and proceedings that are pending as of the Effective Date,which must be withdrawn or dismissed with prejudice);**

**                            (ii)****        enforcing,levying, attaching, collecting or otherwise recovering by any manner or means,whether directly or indirectly, any judgment, award, decree or order;**

**                            (iii)****       creating,perfecting or otherwise enforcing in any manner, directly or indirectly, anyencumbrance; and**

**                            (iv)****       asserting anysetoff, right of subrogation or recoupment of any kind; providedthat,any defenses, offsets or counterclaims which the Debtors may have or assert inrespect of the above referenced Claims are fully preserved in accordance withSection 14.13.**

## **14.17     **Binding Effect.

                            The Plan shall be binding upon the Reorganized Debtors,the Debtors, the holders of all Claims and Equity Interests, parties ininterest, Persons and Entities and their respective successors and assigns. Tothe extent any provision of the Disclosure Statement or any other solicitationdocument may be inconsistent with the terms of the Plan, the terms of the Planshall be binding and conclusive.

## **14.18     **Severability.

                            SHOULD THE BANKRUPTCY COURT DETERMINE THAT ANYPROVISION OF THE PLAN IS UNENFORCEABLE EITHER ON ITS FACE OR AS APPLIED TO ANYCLAIM OR EQUITY INTEREST OR TRANSACTION, THE DEBTORS MAY MODIFY THE PLAN INACCORDANCE WITH SECTION 14.14 SO THAT SUCH PROVISION SHALL NOT BE APPLICABLE TOTHE HOLDER OF ANY SUCH CLAIM OR EQUITY INTEREST OR TRANSACTION. SUCH ADETERMINATION OF UNENFORCEABILITY SHALL NOT (A) LIMIT OR AFFECT THEENFORCEABILITY AND OPERATIVE EFFECT OF ANY OTHER PROVISION OF THE PLAN OR (B) REQUIRETHE RESOLICITATION OF ANY ACCEPTANCE OR REJECTION OF THE PLAN.

 

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Dated: August 25, 2005

PERRYVILLE ENERGYPARTNERS, LLCPERRYVILLE ENERGY HOLDINGS, LLC

By:          /s/ Samuel Charlton, II                   

Submitted By:

              /s/  David S. Rubin                          David S. Rubin, Esq. (La. Bar Roll # 11525)

KANTROW, SPAHT, WEAVER & BLITZER (APLC)Suite 300, City Plaza445 North BoulevardPO Box 2997Baton Rouge, LA  70821-2997Tel No.  (225) 383-4703

Fax No. (225) 343-0630

- and -

Barry N. Seidel,Esq.KING & SPALDING LLP1185 Avenue of the AmericasNew York, NY 10036-4003Tel. No. (212) 556-2100Fax No. (212) 556-2222

Attorneys for the Debtors

 

 

 

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