Exhibit 4.1




 





 


 


WARRANT AGREEMENT


 


BETWEEN


 


MIRANT CORPORATION


 


 


AND


 


 


MELLON INVESTOR SERVICES
LLC,


 


AS WARRANT AGENT


 


 


JANUARY 3, 2006


 




 





 





















 


TABLE OF
CONTENTS


 


	
  SECTION 1.

  	
  Appointment of Warrant Agent

  	
  1

  
	
  SECTION 2.

  	
  Issuances

  	
  1

  
	
  SECTION 3.

  	
  Form of Warrants

  	
  2

  
	
  SECTION 4.

  	
  Execution of Global Warrant Certificates

  	
  2

  
	
  SECTION 5.

  	
  Registration and Countersignature

  	
  3

  
	
  SECTION 6.

  	
  Registration of Transfers and Exchanges

  	
  3

  
	
  SECTION 7.

  	
  Duration and Exercise of Warrants

  	
  6

  
	
  SECTION 8.

  	
  Cancellation of Warrants

  	
  10

  
	
  SECTION 9.

  	
  Mutilated or Missing Global Warrant Certificates

  	
  10

  
	
  SECTION 10.

  	
  Reservation of Shares

  	
  10

  
	
  SECTION 11.

  	
  Stock Exchange Listings

  	
  11

  
	
  SECTION 12.

  	
  Adjustment of Exercise Price and Number of Shares Purchasable or
  Number of Warrants

  	
  11

  
	
  SECTION 13.

  	
  Change of Control

  	
  13

  
	
  SECTION 14.

  	
  Fractional Shares

  	
  16

  
	
  SECTION 15.

  	
  Redemption

  	
  16

  
	
  SECTION 16.

  	
  Notices to Warrantholders

  	
  16

  
	
  SECTION 17.

  	
  Merger, Consolidation or Change of Name of Warrant Agent

  	
  17

  
	
  SECTION 18.

  	
  Warrant Agent

  	
  18

  
	
  SECTION 19.

  	
  Change of Warrant Agent

  	
  21

  
	
  SECTION 20.

  	
  Holder Not Deemed a Stockholder

  	
  22

  
	
  SECTION 21.

  	
  Notices to Company and Warrant Agent

  	
  22

  
	
  SECTION 22.

  	
  Payment of Taxes and Charges

  	
  23

  
	
  SECTION 23.

  	
  Supplements and Amendments

  	
  23

  
	
  SECTION 24.

  	
  Successors

  	
  24

  
	
  SECTION 25.

  	
  Termination

  	
  24

  
	
  SECTION 26.

  	
  Governing Law Venue and Jurisdiction

  	
  24

  
	
  SECTION 27.

  	
  Benefits of this Agreement

  	
  24

  
	
  SECTION 28.

  	
  Counterparts

  	
  25

  
	
  SECTION 29.

  	
  Headings

  	
  25

  
	
  SECTION 30.

  	
  Meaning of Terms Used in Agreement

  	
  25

  
	
  SECTION 31.

  	
  Severability

  	
  27

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Series A Warrant Statement

  	
   

  
	
  Exhibit A-2

  	
  Form of Series B Warrant Statement

  	
   

  
	
  Exhibit A-3

  	
  Form of Global Series A Warrant
  Certificate

  	
   

  
	
  Exhibit A-4

  	
  Form of Global Series B Warrant
  Certificate

  	
   

  
	
  Exhibit B-1

  	
  Form of Election to Exercise For Warrant
  Holders Holding Warrants in Form of Book-Entry Warrants

  	
   

  
	
  Exhibit B-2

  	
  Form of Election to Exercise Warrant for
  Holders Holding Warrants the Depositary Trust Company

  	
   

  
	
  Exhibit C

  	
  Form of Assignment

  	
   

  
				



 


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WARRANT AGREEMENT


 


This WARRANT AGREEMENT (this “Agreement”), dated as of
January 3, 2006 between MIRANT CORPORATION, a Delaware corporation (the “Company”)
and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (in
its capacity as warrant agent hereunder, the “Warrant Agent”).


 


Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings assigned to them in the Plan
(as defined below).


 


PRELIMINARY STATEMENTS


 


WHEREAS, on July 14, 2003 (the “Petition Date”),
Mirant Corporation (“Old Mirant”) filed a voluntary petition for reorganization
under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy
Court”), which case is being jointly administered for procedural purposes
before the Bankruptcy Court with the cases of certain wholly-owned U.S.
subsidiaries of Old Mirant under case number 03-46590 (collectively, the “Chapter
11 Cases”).


 


WHEREAS, in connection with the Second Amended Joint
Chapter 11 Plan of Reorganization of the Company (the “Plan”), the Company will
issue (i) Series A Warrants (the “Series A Warrants”) entitling
the holders to purchase initially an aggregate of up to 35,294,118 shares of
common stock, par value $0.01 per share (the “Common Stock”) of the Company,
and (ii) Series B Warrants (the “Series B Warrants” and,
together with the Series A Warrants, the “Warrants”) entitling the holders
to purchase initially an aggregate of up to 17,647,059 of Common Stock, in each
case, on the terms and subject to the conditions set forth in this
Agreement.  The Common Stock issuable
pursuant to the Warrants, as adjusted from time to time pursuant to this
Agreement, is referred to herein as the “Shares.”


 


WHEREAS, the Warrant Agent, at the request of the
Company, has agreed to act as the agent of the Company in connection with the
issuance, registration, transfer, exchange and exercise of the Warrants.


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements herein set forth, the parties hereto agree as follows:


 


SECTION 1. 
Appointment of Warrant Agent. 
The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions hereinafter set forth in this
Agreement (and no implied terms); and the Warrant Agent hereby accepts such
appointment, upon the terms and conditions hereinafter set forth.


 


SECTION 2. 
Issuances.  On the terms
and subject to the conditions of this Agreement, in accordance with the terms
of the Plan, on the Effective Date or a date that is as soon as reasonably
practicable after the Effective Date, Warrants to purchase the Shares will be
issued by the Company in the amounts and to the recipients specified in the
Plan.  On such date, the Company will
deliver, or cause to be delivered to the Depositary (as defined below), one or
more Global Warrant Certificates (as defined below) evidencing a portion of the
Warrants.  The remainder of the Warrants
shall be issued by book-entry registration on the books of the Warrant Agent (“Book-Entry
Warrants”) and shall be evidenced by statements issued by the Warrant


 





















 


Agent from time to time to the registered holder of
book-entry Warrants reflecting such book-entry position (the “Warrant Statement”).  The maximum number of shares of Common Stock
issuable pursuant to the Series A Warrants shall be 35,294,118 shares and
pursuant to the Series B Warrants shall be 17,647,059 shares, as such
amounts are adjusted from time to time pursuant to this Agreement.


 


SECTION 3. 
Form of Warrants. 
Subject to Section 6 of this Agreement, the Warrants shall be
issued (1) via book-entry registration on the books and records of the
Warrant Agent and evidenced by the Warrant Statements, in substantially the
form set forth in Exhibit A-1 attached hereto, with respect to the Series A
Warrants, and Exhibit A-2 attached hereto with respect to the Series B
Warrants, and/or (2) in the form of one or more global certificates (the “Global
Warrant Certificates”), the forms of election to exercise and of assignment to
be printed on the reverse thereof, in substantially the form set forth in Exhibit A-3
attached hereto with respect to the Series A Warrants and Exhibit A-4
attached hereto with respect to the Series B Warrants.  The Warrant Statements and Global Warrant
Certificates may bear such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities
exchange or as may, consistently herewith, or, be determined by (i) in the
case of Global Warrant Certificates, the Appropriate Officers (as hereinafter
defined) executing such Global Warrant Certificates, as evidenced by their
execution of the Global Warrant Certificates, or (ii) in the case of a
Warrant Statement, any Appropriate Officer, and all of which shall be
acceptable to the Warrant Agent.


 


The Global Warrant Certificates shall be deposited on
or after the Effective Date or a date that is as soon as reasonably practicable
after the Effective Date with, or with Mellon Investor Services LLC as custodian
for, The Depository Trust Company (the “Depositary”) and registered in the name
of Cede & Co., as the Depositary’s nominee.  Each Global Warrant Certificate shall
represent such number of the outstanding Warrants as specified therein, and
each shall provide that it shall represent the aggregate amount of outstanding
Warrants from time to time endorsed thereon and that the aggregate amount of
outstanding Warrants represented thereby may from time to time be reduced or
increased, as appropriate, in accordance with the terms of this Agreement.


 


SECTION 4. 
Execution of Global Warrant Certificates.  Global Warrant Certificates shall be signed
on behalf of the Company by its Chairman of the Board of Directors, its Chief
Executive Officer, its President, a Vice President or its Treasurer (each, an “Appropriate
Officer”).  Each such signature upon the
Global Warrant Certificates may be in the form of a facsimile signature of any
such Appropriate Officer and may be imprinted or otherwise reproduced on the Global
Warrant Certificates and for that purpose the Company may adopt and use the
facsimile signature of any Appropriate Officer.


 


If any Appropriate Officer who shall have signed any
of the Global Warrant Certificates shall cease to be such Appropriate Officer
before the Global Warrant Certificates so signed shall have been countersigned
by the Warrant Agent or disposed of by the Company, such Global Warrant
Certificates nevertheless may be countersigned and delivered or disposed of as
though such Appropriate Officer had not ceased to be such Appropriate Officer
of the Company; and any Global Warrant Certificate may be signed on behalf of
the Company by any person who,


 


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at the actual date of the execution of such Global
Warrant Certificate, shall be a proper Appropriate Officer of the Company to
sign such Global Warrant Certificate, although at the date of the execution of
this Agreement any such person was not such Appropriate Officer.


 


SECTION 5. 
Registration and Countersignature.  Upon written order of the Company, the
Warrant Agent shall (i) register in the Warrant Register (as defined
below) the Book-Entry Warrants and (ii) upon receipt of the Global Warrant
Certificates duly executed on behalf of the Company, countersign one or more
Global Warrant Certificates evidencing Warrants and shall deliver such Global
Warrant Certificates to or upon the written order of the Company.  Such written order of the Company shall
specifically state the number of Series A Warrants and Series B
Warrants that are to be issued as Book-Entry Warrants and the number of Series A
Warrants and Series B Warrants that are to be issued as a Global Warrant
Certificate.  A Global Warrant
Certificate shall be, and shall remain, subject to the provisions of this
Agreement until such time as all of the Warrants evidenced thereby shall have
been duly exercised or shall have expired or been canceled in accordance with
the terms hereof.


 


No Global Warrant Certificate shall be valid for any
purpose, and no Warrant evidenced thereby shall be exercisable, until such
Global Warrant Certificate has been countersigned by the manual signature of
the Warrant Agent.  Such signature by the
Warrant Agent upon any Global Warrant Certificate executed by the Company shall
be conclusive evidence that such Global Warrant Certificate so countersigned
has been duly issued hereunder.


 


The Warrant Agent shall keep, at an office designated
for such purpose, books (the “Warrant Register”) in which, subject to such
reasonable regulations as it may prescribe, it shall register the Book-Entry
Warrants as well as any Global Warrant Certificates and exchanges and transfers
of outstanding Warrants in accordance with the procedures set forth in Section 6
of this Agreement, all in form satisfactory to the Company and the Warrant
Agent.  No service charge shall be made
for any exchange or registration of transfer of the Warrants, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed on the Holder in connection with any
such exchange or registration of transfer. 
The Warrant Agent shall have no obligation to effect an exchange or
register a transfer unless and until any payments required by the immediately
preceding sentence have been made.


 


Prior to due presentment for registration of transfer
or exchange of any Warrant in accordance with the procedures set forth in this
Agreement, the Warrant Agent and the Company may deem and treat the person in
whose name any Warrant is registered (the “Holder” of such Warrant) as the
absolute owner of such Warrant (notwithstanding any notation of ownership or
other writing made in a Global Warrant Certificate by anyone), for the purpose
of any exercise thereof, any distribution to the Holder thereof and for all
other purposes, and neither the Warrant Agent nor the Company shall be affected
by notice to the contrary.


 


SECTION 6. 
Registration of Transfers and Exchanges.  (a) Transfer and Exchange of Global Warrant
Certificates or Beneficial Interests Therein. 
The transfer and exchange of Global Warrant Certificates or beneficial
interests therein shall be effected through the Depositary, in accordance with
this Agreement and the procedures of the Depositary therefor.


 


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(b)           Exchange
of a Beneficial Interest in a Global Warrant Certificate for a Book-Entry
Warrant.


 


(i)            Any
Holder of a beneficial interest in a Global Warrant Certificate may, upon
request, exchange such beneficial interest for a Book-Entry Warrant.  Upon receipt by the Warrant Agent from the
Depositary or its nominee of written instructions or such other form of
instructions as is customary for the Depositary on behalf of any person having
a beneficial interest in a Global Warrant Certificate, the Warrant Agent shall
cause, in accordance with the standing instructions and procedures existing
between the Depositary and Warrant Agent, the number of Warrants represented by
the Global Warrant Certificate to be reduced by the number of Warrants to be
represented by the Book-Entry Warrants to be issued in exchange for the
beneficial interest of such person in the Global Warrant Certificate and,
following such reduction, the Warrant Agent shall register in the name of the
Holder a Book-Entry Warrant and deliver to said Warrant Holder a Warrant
Statement.


 


(ii)           Book-Entry
Warrants issued in exchange for a beneficial interest in a Global Warrant
Certificate pursuant to this Section 6(b) shall be registered in such
names as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Warrant Agent.  The Warrant Agent shall deliver such Warrant
Statements to the persons in whose names such Warrants are so registered.


 


(c)           Transfer
and Exchange of Book-Entry Warrants. 
When Book-Entry Warrants are presented to the Warrant Agent with a
written request:


 


(i)            to
register the transfer of the Book-Entry Warrants; or


 


(ii)           to
exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of
other authorized denominations,


 


the Warrant Agent shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided, however,
that the Warrant Agent has received a written instruction of transfer in form
satisfactory to the Warrant Agent, duly executed by the Holder thereof or by
his attorney, duly authorized in writing.


 


(d)           Restrictions
on Exchange or Transfer of a Book-Entry Warrant for a Beneficial Interest in a
Global Warrant Certificate.  A Book-Entry
Warrant may not be exchanged for a beneficial interest in a Global Warrant
Certificate except upon satisfaction of the requirements set forth below.  Upon receipt by the Warrant Agent of
appropriate instruments of transfer with respect to a Book-Entry Warrant, in
form satisfactory to the Warrant Agent, together with written instructions
directing the Warrant Agent to make, or to direct the Depositary to make, an
endorsement on the Global Warrant Certificate to reflect an increase in the
number of Warrants represented by the Global Warrant Certificate equal to the
number of Warrants represented by such Book-Entry Warrant, then the Warrant
Agent shall cancel such Book-Entry Warrant on the Warrant Register and cause,
or direct the Depositary to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Warrant Agent, the
number of Warrants represented by the Global Warrant Certificate to be
increased accordingly.  If no Global
Warrant Certificates are then outstanding, the Company


 


4





















 


shall issue and the
Warrant Agent shall countersign a new Global Warrant Certificate representing
the appropriate number of Warrants.


 


(e)           Restrictions
on Transfer and Exchange of Global Warrant Certificates.  Notwithstanding any other provisions of this
Agreement (other than the provisions set forth in Section 6(f)), unless
and until it is exchanged in whole for a Book-Entry Warrant, a Global Warrant
Certificate may not be transferred as a whole except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.


 


(f)            Book-Entry
Warrants.  If at any time:


 


(i)            the
Depositary for the Global Warrant Certificates notifies the Company that the
Depositary is unwilling or unable to continue as Depositary for the Global Warrant
Certificates and a successor Depositary for the Global Warrant Certificates is
not appointed by the Company within 90 days after delivery of such notice; or


 


(ii)           the
Company, in its sole discretion, notifies the Warrant Agent in writing that it
elects to exclusively cause the issuance of Book-Entry Warrants under this
Agreement,


 


then the Warrant Agent, upon written instructions signed by an
Appropriate Officer of the Company, shall register Book-Entry Warrants, in an
aggregate number equal to the number of Warrants represented by the Global
Warrant Certificates, in exchange for such Global Warrant Certificates.


 


(g)           No
Warrants, or Shares issuable upon exercise of the Warrants, shall be sold,
exchanged or otherwise transferred in violation of the Securities Act of 1933,
as amended (the “Securities Act”), or state securities laws.


 


(h)           Cancellation
of Global Warrant Certificate.  At such
time as all beneficial interests in Global Warrant Certificates have either
been exchanged for Book-Entry Warrants, redeemed, repurchased or cancelled, all
Global Warrant Certificates shall be returned to, or retained and cancelled by,
the Warrant Agent, upon written instructions from the Company satisfactory to
the Warrant Agent.


 


(i)            Obligations
with Respect to Transfers and Exchanges of Warrants.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute
Global Warrant Certificates, if applicable, and the Warrant Agent is hereby
authorized, in accordance with the provisions of Section 5 and this Section 6,
to countersign such Global Warrant Certificates, if applicable, or register
Book-Entry Warrants, if applicable, as required pursuant to the provisions of
this Section 6 and for the purpose of any distribution of new Global
Warrant Certificates contemplated by Section 9 or additional Global
Warrant Certificates contemplated by Section 12.


 


5





















 


(ii)           All
Book-Entry Warrants and Global Warrant Certificates issued upon any
registration of transfer or exchange of Book-Entry Warrants or Global Warrant
Certificates shall be the valid obligations of the Company, entitled to the
same benefits under this Agreement as the Book-Entry Warrants or Global Warrant
Certificates surrendered upon such registration of transfer or exchange.


 


(iii)          No
service charge shall be made to a Holder for any registration, transfer or
exchange but the Company may require payment of a sum sufficient to cover any
stamp or other tax or other governmental charge that may be imposed on the
Holder in connection with any such exchange or registration of transfer.


 


(iv)          So
long as the Depositary, or its nominee, is the registered owner of a Global
Warrant Certificate, the Depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the Warrants represented by such
Global Warrant Certificate for all purposes under this Agreement.  Except as provided in Sections 6(b) and (f) upon
the exchange of a beneficial interest in a Global Warrant Certificate for
Book-Entry Warrants, owners of beneficial interests in a Global Warrant
Certificate will not be entitled to have any Warrants registered in their
names, and will under no circumstances be entitled to receive physical delivery
of any such Warrants and will not be considered the owners or holders thereof
under the Warrants or this Agreement. 
Neither the Company nor the Warrant Agent, in its capacity as registrar
for such Warrants, will have any responsibility or liability for any aspect of
the records relating to beneficial interests in a Global Warrant Certificate or
for maintaining, supervising or reviewing any records relating to such
beneficial interests.


 


(v)           Subject
to Sections 6(b), (c) and (d), and this Section 6(i), the Warrant
Agent shall, upon receipt of all information required to be delivered
hereunder, from time to time to register the transfer of any outstanding
Warrants in the Warrant Register, upon surrender of Global Warrant
Certificates, if applicable, representing such Warrants at the Warrant Agent
Office (as defined below), duly endorsed, and accompanied by a completed form
of assignment substantially in the form of Exhibit C hereto (or with
respect to a Book-Entry Warrant, only such completed form of assignment
substantially in the form of Exhibit C hereto), duly signed by the Holder
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney, such signature to be guaranteed by a participant in the
Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature
Program.  Upon any such registration of
transfer, a new Global Warrant Certificate or a Warrant Statement, as the case
may be, shall be issued to the transferee.


 


SECTION 7.  Duration and Exercise of Warrants.


 


(a)           Each
Warrant shall be exercisable, in whole or in part, at any time and from time to
time beginning after the Distribution Date and ending at 5:00 p.m., New
York City time, on January 3, 2011 or, if not a business day, the next
subsequent business day (such date, the “Expiration Date”).  The Company shall promptly provide the
Warrant Agent written notice of the Distribution Date and the Expiration
Date.  After 5:00 p.m. New York City
time on the Expiration Date, the Warrants will become void and of no value.


 


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(b)           Subject to
the provisions of this Agreement, each:


 


(i)            Series A
Warrant shall entitle the holder thereof to purchase from the Company (and the
Company shall issue and sell to such holder) one fully paid and nonassessable
Share at a price equal to $21.87 per share (as the same may be hereafter
adjusted pursuant to Section 12, the “Series A Exercise Price”); and


 


(ii)           Series B
Warrant shall entitle the holder thereof to purchase from the Company (and the
Company shall issue and sell to such holder) one fully paid and nonassessable
Share at a price equal to $20.54 per share (as the same may be hereafter
adjusted pursuant to Section 12, the “Series B Exercise Price”).


 


The Series A
Exercise Price and the Series B Exercise Price are each referred to herein
as an “Exercise Price”).


 


(c)           The
aggregate Series A Exercise Price and the aggregate Series B Exercise
Price shall be payable in lawful money of the United States of America either
by certified or official bank or bank cashiers check payable to the order of
the Company.


 


(d)           In lieu of
paying the aggregate Series A Exercise Price and/or the aggregate Series B
Exercise Price as set forth in Section 7(c), provided the Common Stock is
listed or admitted for trading on a national securities exchange or an
over-the-counter market or comparable system, subject to the provisions of this
Agreement, each Warrant shall entitle the Holder, at the election of such
Holder, to exercise the Warrant by authorizing the Company to withhold from
issuance a number of Shares issuable upon exercise of the Warrant which when
multiplied by the Market Price of the Common Stock is equal to the aggregate Series A
Exercise Price or Series B Exercise Price, as applicable, and such
withheld Shares shall no longer be issuable under the Warrant (a “Cashless
Exercise”).  The formula for determining
the number of Shares to be issued in a Cashless Exercise is as follows:


 


X = (A-B) x
C
          
A


 


where:


 


X = the number of
Shares issuable upon exercise pursuant to this subsection (c).


 


A = the Market
Price of the Common Stock on the business day immediately preceding the date on
which the Holder delivers the Warrant Exercise Notice (as defined below) pursuant
to subsection (e) below.


 


B = the Series A
Exercise Price or Series B Exercise Price, as applicable.


 


C = the number of
Shares as to which a Warrant is then being exercised including the withheld
Shares.


 


If the foregoing calculation results in a negative
number, then no Shares shall be issuable via a Cashless Exercise.  The number of Shares to be issued on such
exercise will be determined by the Company (with written notice thereof to the
Warrant Agent) using the formula


 


7





















 


set forth in this Section 7(d).  The Warrant Agent shall have no duty or
obligation to investigate or confirm whether the Company’s determination of the
number of Shares to be issued on such exercise, pursuant to this Section 7(d),
is accurate or correct.


 


(e)           From and
after the Distribution Date and until 5:00 p.m., New York City time, on
the Expiration Date with respect to such Warrant, the Holder of a Warrant may
exercise such Holder’s right to purchase Shares by:


 


(i)            providing
written notice of such election (“Warrant Exercise Notice”) to exercise the
Warrant to the Warrant Agent with a copy to the Company at the addresses set
forth in Section 21 hereof, “Re: Warrant Exercise”, by hand, by overnight
courier or by facsimile, received by the Warrant Agent no later than 5:00 p.m.,
New York City time, on the Expiration Date, which Warrant Exercise Notice shall
be in the form of an election to purchase Shares substantially in the form set
forth either (x) in Exhibit B-1 hereto, properly completed and executed by
the Holder; provided that such written notice may only be submitted by persons
who hold Book-Entry Warrants, or (y) in Exhibit B-2 hereto, properly
completed and executed by the Holder; provided that such written notice may
only be submitted with respect to Warrants held through the book-entry
facilities of the Depositary, by or through persons that are direct
participants in the Depositary; and


 


(ii)           delivering,
no later than 5:00 p.m., New York City time, on the business day immediately
prior to the Settlement Date (as defined below) (x) such Warrants to the
Warrant Agent by book-entry transfer through the facilities of the Depositary,
if such Warrants are represented by a Global Warrant Certificate; and


 


(iii)          paying
(x) the Series A Exercise Price multiplied by the number of Shares in
respect of which any Series A Warrants are being exercised (the “Series A
Exercise Amount”) or the Series B Exercise Price multiplied by the number
of Shares in respect of which any Series B Warrants are being exercised
(the “Series B Exercise Amount” and, together with the Series A
Exercise Amount, the “Exercise Amount”), or (y) in the case of a Cashless
Exercise, paying the required consideration in the manner set forth in Section 7(d),
in each case, together with any applicable taxes and governmental charges.


 


The date three business
days after a Warrant Exercise Notice is delivered is referred to for all
purposes under this Agreement as the “Settlement Date.”


 


(f)            Any
exercise of a Warrant pursuant to the terms of this Agreement shall be
irrevocable and shall constitute a binding agreement between the Holder and the
Company, enforceable in accordance with its terms.


 


(g)           The
Warrant Agent shall:


 


(i)            examine
all Warrant Exercise Notices and all other documents delivered to it by or on
behalf of holders as contemplated hereunder to ascertain whether or not, on
their face, such Warrant Exercise Notices and any such other documents have
been executed and completed in accordance with their terms and the terms
hereof;


 


8





















 


(ii)           where
a Warrant Exercise Notice or other document appears on its face to have been
improperly completed or executed or some other irregularity in connection with
the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform
the appropriate parties (including the person submitting such instrument) of
the need for fulfillment of all requirements, specifying those requirements
which appear to be unfulfilled;


 


(iii)          inform
the Company of and cooperate with and assist the Company in resolving any
reconciliation problems between Warrant Exercise Notices received and delivery
of Warrants to the Warrant Agent’s account;


 


(iv)          advise
the Company no later than three business days after receipt of a Warrant
Exercise Notice, of (i) the receipt of such Warrant Exercise Notice and
the number of Warrants exercised in accordance with the terms and conditions of
this Agreement, (ii) the instructions with respect to delivery of the
shares of Common Stock of the Company deliverable upon such exercise, subject
to timely receipt from the Depositary of the necessary information, and (iii) such
other information as the Company shall reasonably require; and


 


(v)           subject
to Common Stock being made available to the Warrant Agent by or on behalf of
the Company for delivery to the Depositary, liaise with the Depositary and
endeavor to effect such delivery to the relevant accounts at the Depositary in
accordance with its requirements.


 


(h)           All
questions as to the validity, form and sufficiency (including time of receipt)
of a Warrant Exercise Notice will be determined by the Company in its sole
discretion, which determination shall be final and binding.  The Warrant Agent shall incur no liability
for or in respect of such determination by the Company.  The Company reserves the right to reject any
and all Warrant Exercise Notices not in proper form or for which any
corresponding agreement by the Company to exchange would, in the opinion of the
Company, be unlawful.  Such determination
by the Company shall be final and binding on the Holders, absent manifest
error.  Moreover, the Company reserves
the absolute right to waive any of the conditions to the exercise of Warrants
or defects in Warrant Exercise Notices with regard to any particular exercise
of Warrants.  Neither the Company nor the
Warrant Agent shall be under any duty to give notice to the Holders of the
Warrants of any irregularities in any exercise of Warrants, nor shall it incur
any liability for the failure to give such notice.


 


(i)            As soon
as practicable after the exercise of any Warrant as set forth in subsection (e),
the Company shall issue, or otherwise deliver, or cause to be issued or
delivered, in authorized denominations to or upon the order of the Holder of
the Warrants, either:


 


(i)            if
such Holder holds the Warrants being exercised through the Depositary’s
book-entry transfer facilities, by same-day or next-day credit to the
Depositary for the account of such Holder or for the account of a participant
in the Depositary the number of Shares to which such Holder is entitled, in
each case registered in such name and delivered to such account as directed in
the Warrant Exercise Notice by such Holder or by the direct participant in the
Depositary through which such Holder is acting, or


 


9





















 


(ii)           if
such Holder holds the Warrants being exercised in the form of Book-Entry
Warrants, a book-entry interest in the Shares registered on the books of the Company’s
transfer agent or, at the Company’s option, by delivery to the address
designated by such Holder in its Warrant Exercise Notice of a physical
certificate representing the number of Shares to which such Holder is entitled,
in fully registered form, registered in such name or names as may be directed
by such Holder.  If less than all of the
Warrants evidenced by a Global Warrant Certificate surrendered upon the
exercise of Warrants are exercised at any time prior to the date of expiration
for the Warrants, a new Global Warrant Certificate or Certificates shall be
issued for the remaining number of Warrants evidenced by the Global Warrant
Certificate so surrendered, and the Warrant Agent is hereby authorized to
countersign the required new Global Warrant Certificate or Certificates
pursuant to the provisions of Section 6 and this Section 7.


 


SECTION 8. 
Cancellation of Warrants. 
If the Company shall purchase or otherwise acquire Warrants, the Global
Warrant Certificates and the Book-Entry Warrants representing such Warrants
shall thereupon be delivered to the Warrant Agent, if applicable, and be
cancelled by it and retired.  The Warrant
Agent shall cancel all Global Warrant Certificates surrendered for exchange, substitution,
transfer or exercise in whole or in part. 
Such cancelled Global Warrant Certificates shall thereafter be disposed
of in a manner satisfactory to the Company provided in writing to the Warrant
Agent.


 


SECTION 9. 
Mutilated or Missing Global Warrant Certificates.  If any of the Global Warrant Certificates
shall be mutilated, lost, stolen or destroyed, the Company shall issue, and the
Warrant Agent shall countersign and deliver, in exchange and substitution for
and upon cancellation of the mutilated Global Warrant Certificate, or in lieu
of and substitution for the Global Warrant Certificate lost, stolen or
destroyed, a new Global Warrant Certificate of like tenor and representing an
equivalent number of Warrants, but only upon receipt of evidence reasonably
satisfactory to the Company and the Warrant Agent of the loss, theft or
destruction of such Global Warrant Certificate and an affidavit or the posting
of an indemnity or bond, if requested by either the Company or the Warrant
Agent, also satisfactory to them. 
Applicants for such substitute Global Warrant Certificates shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company or the Warrant Agent may prescribe and as required by Section 8-405
of the Uniform Commercial Code as in effect in the State of New York.


 


SECTION 10. 
Reservation of Shares.  For
the purpose of enabling it to satisfy any obligation to issue Shares upon
exercise of Warrants, the Company will at all times through the Expiration
Date, reserve and keep available, free from preemptive rights and out of its
aggregate authorized but unissued or treasury shares of Common Stock, the
number of Shares deliverable upon the exercise of all outstanding Warrants, and
the transfer agent for the Company’s Common Stock (such agent, in such
capacity, as may from time to time be appointed by the Company, the “Transfer
Agent”) is hereby irrevocably authorized and directed at all times to reserve
such number of authorized and unissued or treasury shares of Common Stock as
shall be required for such purpose.  The
Company will keep a copy of this Agreement on file with such Transfer Agent and
with every transfer agent for any Shares issuable upon the exercise of Warrants
pursuant to Section 7.  The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent stock certificates issuable upon exercise


 


10





















 


of outstanding Warrants,
and the Company will supply such Transfer Agent with duly executed stock
certificates for such purpose.


 


The Company covenants that all Shares issued upon
exercise of the Warrants will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all taxes, liens,
charges and security interests created by or imposed upon the Company with
respect to the issuance and holding thereof.


 


SECTION 11. 
Stock Exchange Listings. 
So long as any Warrants remain outstanding, the Company will use
commercially reasonable efforts to (a) establish and maintain the
registration of the Common Stock and the Warrants under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and (b) list the Warrants on
the same securities exchange or over-the-counter market as the Common Stock, or
if the Warrants cannot be listed on such securities exchange or
over-the-counter market, any other securities exchange or over-the-counter
market acceptable to the Company’s Board of Directors; provided, however, the
Company shall not be required to use such efforts if the Warrants do not meet
the applicable listing requirements.


 


SECTION 12. 
Adjustment of Exercise Price and Number of Shares Purchasable or
Number of Warrants. The applicable Exercise Price, the number of Shares
purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment from time to time upon the occurrence of
the events enumerated in this Section 12.


 


(a)           Adjustments
for dividends, distributions, etc.  If
the Company at any time or from time to time after the date hereof shall (i) pay
a dividend or make a distribution on Common Stock consisting of shares of
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue,
in a reclassification of the Common Stock, other securities of the Company, the
number of Shares purchasable upon exercise of each Warrant immediately prior
thereto shall be adjusted so that the Holder of each Warrant shall be entitled
upon exercise to receive the kind and number of Shares or other securities of
the Company that such Holder would have owned or have been entitled to receive
after the happening of any of the events described above, had such Warrant been
exercised for cash immediately prior to the happening of such event or any
record date with respect thereto.  An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.


 


(b)           Adjustments
for rights offerings.  If the Company at
any time or from time to time after the date hereof shall distribute to all
holders of its Common Stock rights, options, warrants or other securities
exercisable for or convertible into Common Stock (except pursuant to its
stockholder rights plan, if any) at a price per share less than the Market
Price on the record date for such distribution, then, in each case, the
relevant Exercise Price shall be adjusted in accordance with the following
formula:


 


	
   

  	
  O + N x P

  	
   

  
	
   

  	
      M

  	
   

  
	
  E’ =
  E x

  	
   O + N

  	
   

  



 


11





















 


where:


 


E’ = the adjusted
Exercise Price.


 


E = the current
Exercise Price.


 


O = the number of
shares of Common Stock outstanding on the record date for such distribution.


 


N = the number of
additional shares of Common Stock offered.


 


P = the offering
price per share of the additional shares of Common Stock offered.


 


M = the Market
Price of the Common Stock on the record date for such distribution.


 


The adjustment shall be made successively whenever any
such options, warrants or other rights (however classified) are issued and
shall become effective immediately after the record date for the determination
of stockholders entitled to receive the options, warrants or other rights
(however classified). If at the end of the period during which such rights,
options or warrants are exercisable, not all options, warrants or other rights (however
classified) shall have been exercised, the Exercise Price shall be immediately
readjusted to what it would have been if “N” in the above formula had been the
number of shares actually issued.


 


(c)           Adjustments
for Other Distributions.  If the Company
at any time or from time to time after the date hereof shall distribute to all
holders of Common Stock, assets (other than ordinary cash dividends paid from
earnings and not from the proceeds of any extraordinary corporate transaction,
it being agreed that the sale by the Company or any of its subsidiaries of any
material business unit or material subsidiary shall, for this purpose, be
considered an extraordinary corporate transaction), debt securities or
preferred stock of the Company or any options, warrants or other rights to
acquire assets, debt securities or preferred stock of the Company, then, in
each case, the relevant Exercise Price shall be adjusted in accordance with the
following formula:


 


	
   

  	
  M – F

  	
   

  
	
  E’ =
  E x

  	
  M

  	
   

  



 


where:


 


E’ = the adjusted
Exercise Price.


 


E  = the current Exercise Price.


 


M = the Market
Price of the Common Stock on the record date for such distribution.


 


F  = the fair market value on the record date of
the assets, securities, rights or warrants to be distributed in respect of one
share of Common Stock as determined in good faith by the Board of Directors of
the Company.


 


12





















 


The adjustment shall be made successively whenever any
such record date is fixed and shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
distribution.


 


The adjustment provided for in this Section 12(c) shall
not apply to any distribution referred to in Sections 12(a) or (b).


 


(d)           No
adjustment in the applicable Exercise Price under Sections 12(a), (b) or (c) shall
be required until the cumulative adjustment required as a result of such events
requires an increase or decrease of at least one percent (1.0%) in such
applicable Exercise Price. No adjustment need be made for (i) rights to
purchase Common Stock pursuant to a Company plan for reinvestment of dividends
or interest, or (ii) a change in the par value or no par value of the
Common Stock. To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the cash.  Interest will not accrue on the cash.


 


(e)           Except as
provided in Section 12 or 13, no adjustment in respect of any dividend or
other distribution shall be made during the term of a Warrant or upon the
exercise of a Warrant.


 


(f)            Irrespective
of any adjustments in any Exercise Price or the number or kind of shares of
Common Stock purchasable upon the exercise of the Warrants pursuant to this Section 12
or Section 13, Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares of Common Stock as are
stated in the Warrants initially issuable pursuant to this Agreement.  The Company, however, may at any time in its
sole discretion make any change in the form of Global Warrant Certificate that
it may deem appropriate to give effect to such adjustments and that does not
affect the substance of the Global Warrant Certificate (including the rights,
duties or obligations of the Warrant Agent), and any Global Warrant Certificate
thereafter issued, whether in exchange or substitution for an outstanding
Global Warrant Certificate or otherwise, may be in the form as so changed.


 


(g)           Before
taking any action that would cause an adjustment pursuant to this Section 12
reducing any Exercise Price below the then par value (if any) of the Shares
issuable upon exercise of the Warrants, the Company will take any corporate
action that may, in the opinion or based on the advice of its counsel (which
may be counsel employed by the Company), be necessary in order that the Company
may validly and legally issue fully paid and nonassessable Shares at such
Exercise Price as so adjusted.


 


(h)           The
Company shall promptly provide the Warrant Agent with written notice of any
adjustment pursuant to this Section 12. 
The Warrant Agent shall be fully protected in relying on such written
notice and on any adjustment or statement therein contained and shall have no
duty or liability with respect to, and shall not be deemed to have knowledge
of, any adjustment unless and until it shall have received such written notice.


 


SECTION 13.  Change of Control.


 


(a)           Any
recapitalization, reorganization, consolidation, merger, sale of all or
substantially all of the Company’s assets or other transaction, in each case
which is effected at any time after the date hereof and prior to the Expiration
Date in such a way that the holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock,


 


13





















 


securities or assets with
respect to or in exchange for Common Stock is referred to herein as an “Organic
Change.”  Prior to the consummation of
any Organic Change, the Company shall make appropriate provision to insure that
each of the registered Holders of Warrants shall thereafter have the right to
acquire and receive upon exercise of such Holder’s Warrant, in lieu of or
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of such Holder’s
Warrant, such shares of stock, securities or assets as may be issued or payable
in the Organic Change with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon exercise
of such Holder’s Warrant had such Organic Change not taken place.  The Company shall not effect any such Organic
Change, unless prior to the consummation thereof, the successor entity (if
other than the Company) resulting from such consolidation or merger or the
entity purchasing such assets assumes by written instrument the obligation to
deliver to each such Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such Holder may be entitled to
acquire.


 


In any case, the Company shall make
appropriate provision with respect to such Holders’ rights and interests to
insure that the provisions of this Section 13 shall thereafter be
applicable to the Warrants.


 


(b)           Offer to
Repurchase.


 


(i)            If
within three years of the Effective Date, a Change of Control Event is
consummated:


 


(1)           within
45 days after the date of the consummation of any Change of Control Event (the “Change
of Control Event Date”), the Company or the surviving Person (if other than the
Company) shall notify the Warrant Agent in writing of such occurrence and shall
make an offer to purchase from all Holders (the “Change of Control Offer”) all
outstanding Warrants (other than each Holder’s Carryover Warrants, if any) at a
purchase price equal to the Change of Control Payment Amount on the Change of
Control Payment Date in accordance with the procedures set forth in this Section 13(b);
and


 


(2)           within
45 days of the Change of Control Event Date, the Company or the surviving
Person (if other than the Company) shall also cause (i) a notice of the
Change of Control Offer to be sent at least once to the Dow Jones News Service
or similar business news service in the United States, and (ii) the
Warrant Agent to send by first-class mail, postage prepaid to each Holder, at
the address appearing in the warrant register, a notice stating:


 


(a)           that
the Change of Control Offer is being made pursuant to this Section 13(b) and
that all Warrants tendered will be accepted for payment of the Change of
Control Payment Amount, and otherwise subject to the terms and conditions set
forth herein;


 


(b)           the
Change of Control Payment Amount and the purchase date (which shall be a
business day no earlier than 20 business


 


14





















 


days and no later than 30 business days from the date such notice is
mailed (the “Change of Control Payment Date”));


 


(c)           that
any Warrant not tendered will remain outstanding;


 


(d)           that
Holders accepting the offer to have their Warrants purchased pursuant to a
Change of Control Offer will be required to surrender, in the case of Global
Warrant Certificates, the Global Warrant Certificates representing such
Warrants to the Warrant Agent at the address specified in the notice prior to
the close of business on the third business day preceding the Change of Control
Payment Date;


 


(e)           that
Holders will be entitled to withdraw their acceptance if the Warrant Agent
receives, not later than the close of business on the third business day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the number of
Warrants tendered for purchase, and a statement that such Holder is withdrawing
his election to have such Warrants purchased;


 


(f)            that
Holders whose Warrants are being purchased only in part will be issued new
Warrants representing (1) the unpurchased portion of the Warrants
surrendered and (2) the Carryover Warrants, if any; provided that each
such new Warrant issued shall be in denominations of one Warrant and integral
multiples thereof;


 


(g)           any
other procedures that a Holder must follow to accept a Change of Control Offer
or effect withdrawal of such acceptance; and


 


(h)           the
name and address of the Warrant Agent.


 


(ii)           On
the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept
for payment Warrants tendered pursuant to the Change of Control Offer and (ii) deposit
with the Warrant Agent money sufficient to pay the Change of Control Payment
Amount for all Warrants (other than the Carryover Warrants, if any) so
tendered.  The Warrant Agent shall
promptly mail to each holder of Warrants so accepted, payment in an amount
equal to the applicable Change of Control Payment Amount, and the Company shall
execute and issue, and the Warrant Agent shall promptly authenticate a new
Global Warrant Certificate or issue Book-Entry Warrants equal to (1) any
unpurchased portion of the Warrants surrendered, and (2) the Carryover
Warrants (if any); provided that each such new Warrants shall be issued in
denominations of one Warrant and integral multiples thereof.


 


(iii)          The
provisions of this Section 13(b) are subject, in all cases, to any
applicable requirements under the Securities Act and the Exchange Act and the
respective rules and regulations promulgated thereunder.  Where there is any inconsistency between the
requirements of the Securities Act or the Exchange Act or the rules and
regulations


 


15





















 


promulgated thereunder
and the requirements of this Section 13(b), the requirements of the
Securities Act and the Exchange Act and the respective rules and
regulations promulgated thereunder, shall supersede.


 


(c)           If
Sections 13(a) and (b) apply, the adjustments provided in Section 12(a) or
(b) shall not apply.


 


SECTION 14. 
Fractional Shares. 
Notwithstanding any adjustment pursuant to Section 12 in the number
of Shares purchasable upon the exercise of a Warrant, the Company shall not be
required to issue Warrants to purchase fractions of Shares, or to issue
fractions of Shares upon exercise of the Warrants, or to distribute
certificates which evidence fractional Shares. 
If more than one Warrant shall be presented for exercise in full at the
same time by the same Holder, the number of full Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate
number of Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Share would, except for the provisions of this Section 14,
be issuable on the exercise of any Warrants (or specified portion thereof), the
Company shall pay an amount in cash equal to the Market Price per share of
Common Stock, as determined on the day immediately preceding the date on which
the Holder delivered the applicable Warrant Exercise Notice, multiplied by such
fraction, computed to the nearest whole U.S. cent.  Whenever a payment for fractional Shares is
to be made by the Warrant Agent, the Company shall (i) promptly prepare
and deliver to the Warrant Agent a certificate setting forth in reasonable
detail the facts related to such payments and the prices and/or formulas
utilized in calculating such payments, and (ii) provide sufficient monies
to the Warrant Agent in the form of fully collected funds to make such
payments.  The Warrant Agent shall be
fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for Shares
under any Section of this Agreement relating to the payment of fractional
Shares unless and until the Warrant Agent shall have received such a
certificate and sufficient monies.


 


SECTION 15. 
Redemption.  Except as set
forth in Section 13(b), the Warrants shall not be redeemable by the
Company or any other Person.


 


SECTION 16. 
Notices to Warrantholders. 
Upon any adjustment of (i) the number of Shares purchasable upon
exercise of each Warrant, (ii) any Exercise Price or (iii) the number
of Warrants outstanding including any adjustment pursuant to Section 12,
the Company, within 20 business days thereafter, shall (x) cause to be filed
with the Warrant Agent a certificate signed by an Appropriate Officer of the
Company setting forth the event giving rise to such adjustment, such Exercise
Price and either the number of Shares purchasable upon exercise of each Warrant
or the additional number of Warrants to be issued for each previously
outstanding Warrant, as the case may be, after such adjustment and setting
forth in reasonable detail the method of calculation and the facts upon which
such adjustment was made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (y) cause the Warrant Agent
to give written notice to each of the registered holders of the Warrants at
such holder’s address appearing on the Warrant Register.  Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 16. 
The Warrant Agent shall be fully protected in relying on any such
certificate and in making any adjustment described therein and shall have no
duty with respect to, and shall not be deemed to have knowledge of, any
adjustment unless and until it shall have


 


16





















 


received such a
certificate, in each case, absent gross negligence, bad faith or willful
misconduct (each as determined by a final non-appealable order, judgment,
ruling or decree of a court of competent jurisdiction).


 


If:


 


(a)           the
Company shall order, declare, make or pay any dividend payable in any
securities upon its shares of Common Stock or make any distribution (other than
a cash dividend) to the holders of its shares of Common Stock; or


 


(b)           the
Company shall offer to the holders of its shares of Common Stock any additional
shares of Common Stock or securities convertible into shares of Common Stock or
any right to subscribe thereto;


 


(c)           there
shall be a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation, merger or sale of all or substantially all of
its property, assets and business as an entirety); or


 


(d)           a Change
of Control Event or an Organic Change is to be consummated; then the Company
shall cause written notice of such event to be filed with the Warrant Agent and
shall cause written notice of such event to be given to each of the registered
holders of the Warrants at such holder’s address appearing on the Warrant
Register, such giving of notice to be completed at least 10 calendar days (or
20 calendar days in any case specified in paragraphs (c) or (d) above)
prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the stockholders entitled to such dividend,
distribution or subscription rights, or for the determination of stockholders
entitled to vote on such proposed dissolution, liquidation or winding up.  Such notice shall specify such record date or
the date of closing the transfer books, as the case may be.  The failure to give the notice required by
this Section 16 or any defect therein shall not affect the legality or
validity of any distribution, right, warrant, dissolution, liquidation or
winding up or the vote upon or any other action taken in connection therewith.


 


SECTION 17. 
Merger, Consolidation or Change of Name of Warrant Agent.  Any person into which the Warrant Agent may
be merged or converted or with which it may be consolidated, or any person
resulting from any merger, conversion or consolidation to which the Warrant
Agent is a party, or any person succeeding to the shareholder services business
of the Warrant Agent or any successor Warrant Agent, shall be the successor to
the Warrant Agent hereunder without the execution or filing of any document or
any further act on the part of any of the parties hereto, if such person would
be eligible for appointment as a successor Warrant Agent under the provisions
of Section 19.  If any of the Global
Warrant Certificates have been countersigned but not delivered at the time such
successor to the Warrant Agent succeeds under this Agreement, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and if at that time any of the Global Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Global Warrant Certificates either in the name of the predecessor Warrant
Agent or in the name of the successor Warrant Agent; and in all such cases such
Global Warrant Certificates shall have the full force provided in the Global
Warrant Certificates and in this Agreement.


 


17





















 


If at any time the name of the Warrant Agent is
changed and at such time any of the Global Warrant Certificates have been
countersigned but not delivered, the Warrant Agent whose name has changed may
adopt the countersignature under its prior name; and if at that time any of the
Global Warrant Certificates have not been countersigned, the Warrant Agent may
countersign such Global Warrant Certificates either in its prior name or in its
changed name; and in all such cases such Global Warrant Certificates shall have
the full force provided in the Global Warrant Certificates and in this
Agreement.


 


SECTION 18. 
Warrant Agent.  The Warrant
Agent undertakes only the duties and obligations expressly imposed by this
Agreement and the Global Warrant Certificates, in each case upon the following
terms and conditions, by all of which the Company and the holders of Warrants,
by their acceptance thereof, shall be bound:


 


(a)           The
statements contained herein and in the Global Warrant Certificates shall be
taken as statements of the Company, and the Warrant Agent assumes no
responsibility for the accuracy of any of the same except such as describe the
Warrant Agent or action taken or to be taken by it.  Except as expressly provided herein, the
Warrant Agent assumes no responsibility with respect to the execution, delivery
or distribution of the Global Warrant Certificates.


 


(b)           The Warrant
Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Agreement or in the Global Warrant
Certificates to be complied with by the Company, nor shall it at any time be
under any duty or responsibility to any holder of a Warrant to make or cause to
be made any adjustment in any Exercise Price or in the number of Shares
issuable upon exercise of any Warrant (except as instructed in writing by the
Company), or to determine whether any facts exist that may require any such
adjustments, or with respect to the nature or extent of or method employed in
making any such adjustments when made.


 


(c)           The
Warrant Agent may consult at any time with counsel satisfactory to it (who may
be counsel for the Company or an employee of the Warrant Agent), and the advice
or opinion of such counsel will be full and complete authorization and
protection to the Warrant Agent as to any action taken, suffered or omitted by
it in accordance with such advice or opinion, absent gross negligence, bad
faith or willful misconduct (each as determined by a final non-appealable
order, judgment, ruling or decree of a court of competent jurisdiction) in the
selection and continued retention of such counsel and the reliance on such counsel’s
advice or opinion.


 


(d)           The
Warrant Agent shall incur no liability or responsibility to the Company or to
any holder of any Warrants for any action taken in reliance on any notice,
resolution, waiver, consent, order, certificate or other paper, document or
instrument believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.  The Warrant Agent shall not take any
instructions or directions except those given in accordance with this
Agreement.


 


(e)           The Company
agrees to pay to the Warrant Agent reasonable compensation for all services
rendered by the Warrant Agent under this Agreement, to reimburse the Warrant
Agent upon demand for all reasonable out-of-pocket expenses, including counsel
fees and other disbursements, incurred by the Warrant Agent in the preparation,
administration,


 


18





















 


delivery, execution and
amendment of this Agreement and the performance of its duties under this
Agreement and to indemnify the Warrant Agent and save it harmless against any
and all losses, liabilities and expenses, including judgments, damages, fines,
penalties, claims, demands and costs (including reasonable counsel fees and
expenses), for anything done or omitted by the Warrant Agent arising out of or
in connection with this Agreement except as a result of its gross negligence,
bad faith or willful misconduct (each as determined by a final non-appealable
order, ruling, judgment or decree of a court of competent jurisdiction).  The costs and expenses incurred by the
Warrant Agent in enforcing the right to indemnification shall be paid by the
Company except to the extent that it is determined by a final non-appealable
judgment, ruling, order or decree of a court of competent jurisdiction that the
Warrant Agent is not entitled to indemnification due to its gross negligence,
bad faith or willful misconduct. 
Notwithstanding the foregoing, the Company shall not be responsible for
any settlement made without its written consent; provided, that nothing
in this sentence shall limit the Company’s obligations contained in this
paragraph other than pursuant to such a settlement.


 


(f)            The
Warrant Agent shall be under no obligation to institute any action, suit or
legal proceeding or to take any other action likely to involve expense or
liability unless the Company or one or more registered holders of Warrants
furnishes the Warrant Agent with security and indemnity satisfactory to the
Warrant Agent for any costs or expenses that may be incurred.  All rights of action under this Agreement or
under any of the Warrants may be enforced by the Warrant Agent without the
possession of any of the Warrants or the production thereof at any trial or
other proceeding relative thereto, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery or judgment shall be for the ratable benefit of the registered
holders of the Warrants, as their respective rights or interests may appear.


 


(g)           The
Warrant Agent, and any member, stockholder, affiliate, director, officer or
employee thereof, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction
in which the Company is interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it was not the Warrant
Agent under this Agreement, or a member, stockholder director, officer or
employee of the Warrant Agent, as the case may be.  Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.


 


(h)           The
Warrant Agent shall act hereunder solely as agent for the Company, and its
duties shall be determined solely by the provisions hereof.  The Warrant Agent shall not be liable for
anything that it may do or refrain from doing in connection with this Agreement
except in connection with its own gross negligence, bad faith or willful misconduct
(each as determined by a final non-appealable order, ruling, judgment or decree
of a court of competent jurisdiction). 
Notwithstanding anything in this Agreement to the contrary, in no event
will the Warrant Agent be liable for special, indirect, incidental, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits), even if the Warrant Agent has been advised of the
possibility of such loss or damage.  Any
liability of the Warrant Agent under this Agreement shall be limited to the
amount of fees paid by the Company to the Warrant Agent.


 


(i)            The
Company agrees that it will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further and


 


19





















 


other acts, instruments
and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 


(j)            The
Warrant Agent shall not be under any responsibility in respect of the validity
of this Agreement or the execution and delivery hereof (except the due and
validly authorized execution hereof by the Warrant Agent) or in respect of the
validity or execution of any Global Warrant Certificate (except its due and
validly authorized countersignature thereof), nor shall the Warrant Agent by
any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of the Shares to be issued pursuant to this
Agreement or any Warrant or as to whether the Shares will when issued be
validly issued, fully paid and nonassessable or as to the Exercise Price or the
number of Shares issuable upon exercise of any warrant.


 


(k)           Whenever
in the performance of its duties under this Agreement the Warrant Agent deems
it necessary or desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder, the Warrant
Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from an Appropriate Officer of the
Company and to apply to such Appropriate Officer for advice or instructions in
connection with its duties, and such instructions shall be full authorization
and protection to the Warrant Agent and, absent gross negligence, bad faith or
willful misconduct (each as determined by a final non-appealable order,
judgment, ruling or decree of a court of competent jurisdiction), the Warrant
Agent shall not be liable for any action taken, suffered to be taken, or omitted
to be taken by it in accordance with instructions of any such Appropriate
Officer or in reliance upon any statement signed by any one of such Appropriate
Officers of the Company with respect to any fact or matter (unless other
evidence in respect thereof is herein specifically prescribed) which may be
deemed to be conclusively proved and established by such signed statement.


 


(l)            No
provision of this Agreement shall require the Warrant Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder or in the exercise of its rights if it believes
that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.


 


(m)          If the
Warrant Agent shall receive any notice or demand (other than notice of or
demand for exercise of Warrants) addressed to the Company by any Holder
pursuant to the provisions of the Warrants, the Warrant Agent shall promptly
forward such notice or demand to the Company.


 


(n)           The
Warrant Agent may execute and exercise any of the rights or powers hereby
vested in it or perform any duty hereunder either itself or by or through its
attorneys, accountants, agents or other experts, and the Warrant Agent will not
be answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company or the Holders
resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (as each is determined by a final
non-appealable order, judgment, ruling or decree of a court of competent
jurisdiction) in the selection and continued employment thereof.


 


20





















 


(o)           The
Warrant Agent will not be under any duty or responsibility to ensure compliance
with any applicable federal or state securities laws in connection with the
issuance, transfer or exchange of the Warrants.


 


(p)           The
Warrant Agent shall have no duties, responsibilities or obligations as the
Warrant Agent except those which are expressly set forth herein, and in any
modification or amendment hereof to which the Warrant Agent has consented in
writing, and no duties, responsibilities or obligations shall be implied or
inferred.  Without limiting the
foregoing, unless otherwise expressly provided in this Agreement, the Warrant
Agent shall not be subject to, nor be required to comply with, or determine if
any Person has complied with, the Warrants, the Plan or any other agreement
between or among the parties hereto, even though reference thereto may be made
in this Agreement, or to comply with any notice, instruction, direction,
request or other communication, paper or document other than as expressly set
forth in this Agreement.


 


(q)           The Warrant
Agent shall not incur any liability for not performing any act, duty,
obligation or responsibility by reason of any occurrence beyond the control of
the Warrant Agent (including without limitation any act or provision of any
present or future law or regulation or governmental authority, any act of God,
war, civil disorder or failure of any means of communication).


 


(r)            In the
event the Warrant Agent believes any ambiguity or uncertainty exists hereunder
or in any notice, instruction, direction, request or other communication, paper
or document received by the Warrant Agent hereunder, or is for any reason
unsure as to what action to take hereunder, the Warrant Agent shall notify the
Company in writing as soon as practicable, and upon delivery of such notice
may, in its sole discretion, refrain from taking any action, and shall be fully
protected and shall not be liable in any way to the Company or any Holder or
other person for refraining from taking such action, unless the Warrant Agent
receives written instructions signed by the Company which eliminates such
ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(s)           The
provisions of this Section 18 shall survive the termination of this
Agreement, the exercise or expiration of the Warrants and the resignation or
removal of the Warrant Agent.


 


(t)            No
provision of this Agreement shall be construed to relieve the Warrant Agent
from liability for its own gross negligence, bad faith or its willful
misconduct (each as determined by a final non-appealable order, judgment,
ruling or decree of a court of competent jurisdiction).


 


SECTION 19. 
Change of Warrant Agent. 
If the Warrant Agent resigns (such resignation to become effective not
earlier than 60 calendar days after the giving of written notice thereof to the
Company and the Holders) or shall be adjudged a bankrupt or an insolvent, or
shall file a voluntary petition in bankruptcy or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver of all or
any substantial part of its property or affairs or shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay
or meet its debts generally as they become due, or if an order of any court
shall be entered approving any petition filed by or against the Warrant Agent
under the


 


21





















 


provisions of bankruptcy
laws or any similar legislation, or if a receiver, trustee or other similar
official of it or of all or any substantial part of its property shall be
appointed, or if any public officer shall take charge or control of it or of
its property or affairs, for the purpose of rehabilitation, conservation,
protection, relief, winding up or liquidation, or becomes incapable of acting as
Warrant Agent or if the Board of Directors of the Company by resolution removes
the Warrant Agent (such removal to become effective not earlier than 30
calendar days after the filing of a certified copy of such resolution with the
Warrant Agent and the giving of written notice of such removal to the
registered holders of Warrants), the Company shall appoint a successor to the
Warrant Agent.  If the Company fails to
make such appointment within a period of 60 calendar days after such removal or
after it has been so notified in writing of such resignation or incapacity by
the Warrant Agent or by the registered holder of a Warrant (in the case of
incapacity), then the registered holder of any Warrant may apply to any court
of competent jurisdiction for the appointment of a successor to the Warrant
Agent.  Pending appointment of a
successor to the Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company.  Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be an entity, in good standing,
incorporated under the laws of any state or of the United States of
America.  As soon as practicable after
appointment of the successor Warrant Agent, the Company shall cause written
notice of the change in the Warrant Agent to be given to each of the Holders at
such Holder’s address appearing on the Warrant Register.  After appointment, the successor Warrant
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or
deed.  The former Warrant Agent shall
deliver and transfer to the successor Warrant Agent any property at the time
held by it hereunder and execute and deliver, at the expense of the Company,
any further assurance, conveyance, act or deed necessary for the purpose.  Failure to give any notice provided for in
this Section 19 or any defect therein, shall not affect the legality or
validity of the removal of the Warrant Agent or the appointment of a successor
Warrant Agent, as the case may be.


 


SECTION 20. 
Holder Not Deemed a Stockholder. 
Nothing contained in this Agreement or in any of the Warrants shall be
construed as conferring upon the holders thereof the right to vote or to
receive dividends or to participate in any transaction that would give rise to
an adjustment of any Exercise Price under Section 12 or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
for the election of directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company.


 


SECTION 21. 
Notices to Company and Warrant Agent.  Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by any Holder to or on
the Company shall be sufficiently given or made if sent by certified mail,
return receipt requested, addressed (until another address is filed in writing
by the Company with the Warrant Agent), or by facsimile transmission with
receipt confirmed, as follows:


 


Mirant Corporation

1155
Perimeter Center West 

Atlanta, Georgia 30338 

United States 

Fax: (687) 579-6770

Attention: General Counsel


 


22





















 


If the Company fails to maintain such office or agency
or fails to give such notice of any change in the location thereof,
presentation may be made and notices and demands may be served at the principal
office of the Warrant Agent.


 


Any notice pursuant to this Agreement to be given by
the Company or by any Holder to the Warrant Agent shall be sufficiently given
if sent by certified mail, return receipt requested, addressed (until another
address is filed in writing by the Warrant Agent with the Company), or by
facsimile transmission with receipt confirmed, as follows:


 


Mellon Investor
Services LLC


200 Galleria
Parkway, Suite 1900


Atlanta, GA 30339


Fax: (770) 857-4009


Attention:
Relationship Manager


 


With a copy to:


 


Mellon Investor
Services LLC


Newport Office
Center VII


480 Washington
Boulevard


Jersey City, New
Jersey 07310


Attention: General
Counsel


Fax: (201) 680-4610


 


The Warrant Agent maintains a Warrant Agent office at:


 


Mellon Investor
Services LLC


200 Galleria
Parkway, Suite 1900


Atlanta, GA 30339


Fax: (770) 857-4009


Attention:
Relationship Manager


 


SECTION 22. 
Payment of Taxes and Charges. 
The Company will from time to time promptly pay to the Warrant Agent, or
make provisions satisfactory to the Warrant Agent for the payment of, all taxes
and charges that may be imposed by the United States or any state upon the
Company or the Warrant Agent in connection with the issuance or delivery of
Shares upon the exercise of any Warrants, but any taxes or charges in
connection with the issuance of Warrants or certificates for Shares in any name
other than that of the registered holder of the Warrants surrendered shall be
paid by such registered holder; and, in such case, the Company shall not be
required to issue or deliver any Warrants or certificate for Shares until such
taxes or charges shall have been paid or it has been established to the Company’s
satisfaction that no tax or charge is due. 
The Warrant Agent shall have no duty or obligation under this Section unless
and until it is satisfied that all such taxes and charges have been paid.


 


SECTION 23. 
Supplements and Amendments. 
This Agreement constitutes the entire agreement and supersedes all other
prior agreements and understandings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof and may not be
amended, except in a writing signed by both of them.


 


23





















 


(a)           The
Company and the Warrant Agent may from time to time supplement or amend this
Agreement or the Warrants (a) without the approval of any Holders in order
to cure any ambiguity, manifest error or other mistake in this Agreement or the
Warrants, or to correct or supplement any provision contained herein or in the
Warrants that may be defective or inconsistent with any other provision herein
or in the Warrants, or to make any other provisions in regard to matters or
questions arising hereunder that the Company and the Warrant Agent may deem
necessary or desirable and that shall not adversely affect, alter or change the
interests of the Holders or (b) with the prior written consent of holders
of the Warrants exercisable for a majority of the Shares then issuable upon
exercise of the Warrants then outstanding; provided, however that the Warrant
Agent may, but shall not be obligated to, execute any amendment or supplement
which adversely affects the rights or increases the duties or obligations of
the Warrant Agent.  Notwithstanding
anything to the contrary herein, upon the delivery of a certificate from an
Appropriate Officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 23 and, provided
such supplement or amendment does not change the Warrant Agent’s rights,
duties, liabilities or obligations hereunder, the Warrant Agent shall execute
such supplement or amendment.  Any
amendment, modification or waiver effected pursuant to and in accordance with
the provisions of this Section 23 will be binding upon all Holders and
upon each future Holder, the Company and the Warrant Agent.  In the event of any amendment, modification
or waiver, the Company will give prompt notice thereof to all Holders and, if
appropriate, notation thereof will be made on all Global Warrant Certificates
thereafter surrendered for registration of transfer or exchange.


 


SECTION 24. 
Successors.  All the
covenants and provisions of this Agreement by or for the benefit of the Company
or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.


 


SECTION 25. 
Termination.  This Agreement
shall terminate on the Expiration Date. 
Notwithstanding the foregoing, this Agreement will terminate on any
earlier date when all Warrants have been exercised.  The provisions of Section 18, this Section 25,
Section 26 and Section 27 shall survive such termination and the
resignation or removal of the Warrant Agent.


 


SECTION 26. 
Governing Law Venue and Jurisdiction.  This Agreement and each Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be governed by and construed in accordance
with the laws of such State.  Each party
hereto consents and submits to the jurisdiction of the courts of the State of
New York and of the federal courts of the Southern District of New York in connection
with any action or proceeding brought against it that arises out of or in
connection with, that is based upon, or that relates to this Agreement or the
transactions contemplated hereby.  In
connection with any such action or proceeding in any such court, each party
hereto hereby waives personal service of any summons, complaint or other
process and hereby agrees that service thereof may be made in accordance with
the procedures for giving notice set forth in Section 21 hereof.  Each party hereto hereby waives any objection
to jurisdiction or venue in any such court in any such action or proceeding and
agrees not to assert any defense based on lack of jurisdiction or venue in any
such court in any such action or proceeding.


 


SECTION 27. 
Benefits of this Agreement. 
Nothing in this Agreement shall be construed to give to any person other
than the Company, the Warrant Agent and the Holders any legal or equitable
right, remedy or claim under this Agreement, and this Agreement shall be for


 


24





















 


the sole and exclusive benefit of the Company, the
Warrant Agent and the registered holders of the Warrants.


 


SECTION 28. 
Counterparts.  This
Agreement may be executed in any number of counterparts and each such counterpart
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


SECTION 29. 
Headings.  The headings of
sections of this Agreement have been inserted for convenience of reference
only, are not to be considered a part hereof and in no way modify or restrict
any of the terms or provisions hereof.


 


SECTION 30. 
Meaning of Terms Used in Agreement.


 


(a)           The
language used in this Agreement shall be deemed to be the language chosen by
the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party.  Any references to any federal, state, local
or foreign statute or law shall also refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires.  Unless the context otherwise requires: (a) a
term has the meaning assigned to it by this Agreement; (b) forms of the
word “include” mean that the inclusion is not limited to the items listed; (c) “or”
is disjunctive but not exclusive; (d) words in the singular include the
plural, and in the plural include the singular; and (e) provisions apply
to successive events and transactions; (f) “hereof”, “hereunder”, “herein”
and “hereto” refer to the entire Agreement and not any section or
subsection.


 


(b)           The
following terms used in this Agreement shall have the meanings set forth below:


 


(i)            “$”
shall mean the currency of the United States.


 


(ii)           “Black
Scholes Value” shall mean the value of a Warrant on a Change of Control Date
immediately prior to such Change of Control (as determined by the Board of
Directors based upon the advice of an independent investment bank of national
standing selected by the Board of Directors) and shall be determined by
customary investment banking practices using the Black Scholes model.  For purposes of calculating such amount, (1) the
term of the Warrants will be the time from the Change of Control Event Date to
the Expiration Date, (2) the assumed volatility will be 30%, (3) the
assumed risk-free rate will equal the yield on the five-year U.S. Treasury
securities, and (4) the price of each share of Common Stock will be the
Market Price as of the Change of Control Date.


 


(iii)          “business
day” shall mean any day, except for Saturday and Sunday, or a day on which
banks are required or authorized by law or executive order to close in the
states of New York or New Jersey.


 


(iv)          “Carryover
Warrants” shall mean, for each Warrant, that portion of such Warrant equal to
one minus the Black Scholes Proportion.


 


(v)           “Change
of Control Payment Amount” shall mean the product of (1) the Black Scholes
Value multiplied by (2) a fraction, (x) the numerator of which is the


 


25





















 


fair market value of the
Other Property received in exchange for a share of Common Stock in a Change of
Control Event as of the Change of Control Event Date (as determined by an
independent investment bank of national standing selected by the Company and
determined by customary investment banking practices) and (y) the denominator
of which is the sum of (a) the Market Price of the Registered and Listed
Shares received in exchange for a share of Common Stock in a Change of Control
Event as of the Change of Control Event Date (if any), and (b) the fair
market value (as determined above) of the Other Property as of the Change of
Control Event Date received in exchange for a share of Common Stock in a Change
of Control Event (such fraction referred to herein as the “Black Scholes
Proportion”).


 


For purposes of
determining the Change of Control Payment Amount, if holders of Common Stock
are entitled to receive differing forms or types of consideration in any
transaction or series of transactions contemplated by the definition of “Change
of Control Event”, each Holder shall be deemed to have received the same
proportion of Other Property and Registered and Listed Shares that all holders
of Common Stock in the aggregate elected or were required to receive in such
transaction or transactions.


 


(vi)          “Change
of Control Event” shall mean (i) the acquisition by a Person (other than
the Company or a subsidiary of the Company) in a tender offer or a series of
related tender offers of 80% or more of the outstanding Common Stock
(determined on a fully-diluted basis), (ii) the consolidation or merger of
the Company with or into another Person (other than a subsidiary of the
Company), or (iii) a sale of all or substantially all of the Company’s
assets, in each of clauses (i) through (iii) in which all or any
portion of the consideration paid or exchanged for Common Stock, or into which
Common Stock is converted, consists of Other Property.


 


(vii)         “Change
of Control Date” shall mean the date on which a Change of Control Event is
consummated.


 


(viii)        “Market
Price” shall mean (x) as to the relevant securities, the average closing price
of a share of such securities as reported on the principal national securities
exchange on which the shares of such securities are listed or admitted for
trading, (y) if not listed or admitted for trading on any national securities
exchange, the average of the closing bid and asked prices of a share of such
securities in the over-the-counter market as reported by the Nasdaq National
Market or any comparable system or (z) in all other cases, as determined in
good faith by the Board of Directors of the Company, following the receipt of a
valuation by an independent bank of national standing selected by the Board of
Directors.  In each such case, the average
price shall be averaged over a period of 21 consecutive trading days consisting
of the day immediately preceding the day on which the “Market Price” is being
determined and the 20 consecutive trading days prior to such day.


 


(ix)           “Other
Property” means any cash, property or other securities other than Registered
and Listed Shares.


 


26





















 


(x)            “Person”
shall mean an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization and a government
or any department or agency thereof.


 


(xi)           “Registered
and Listed Shares” shall mean shares of the regular common stock of the
surviving entity in a consolidation, merger, or combination or the acquiring
entity in a tender offer, except that if the surviving entity or acquiring
entity has a parent corporation, it shall be the shares of the regular common
stock of the parent corporation, in each case, provided, that, in each
case, such shares (A) have been registered (or will be registered within 30
calendar days following the Change of Control Date) under Section 12 of
the Exchange Act with the Securities and Exchange Commission, and (B) are
listed for trading on the New York Stock Exchange or admitted for trading on
the Nasdaq National Market (or will be so listed or admitted within 30 calendar
days following the Change of Control Date).


 


SECTION 31. 
Severability.  If any part
of this Agreement shall be held to be invalid or unenforceable by any court, or
regulatory agency or body, such invalidity or unenforceability shall attach
only to such part and shall not affect the validity or enforceability of the
rest of this Agreement.  Furthermore, in
lieu of any such invalid or unenforceable provision or condition, the parties
hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms and commercial effect to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[The next page is
the signature page]


 


27





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Warrant Agreement to be executed and delivered as of the day and year
first above written.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MELLON INVESTOR SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















EXHIBIT A-1


 


FORM OF SERIES A WARRANT STATEMENT


 


	
  MIRANT
  CORPORATION

  	
   

  	
  DRS Warrant Distribution Statement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP Number

  	
   

  	
  Account Number/Investor ID

  
	
   

  	
   

  	
  60467R11

  	
   

  	
  INVESTOR ID #

  
	
   

  	
   

  	
  Issuance Date

  	
   

  	
  Distribution

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Series A Warrants

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ticker Symbol

  
	
   

  	
  Holder’s Name

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Address

  	
   

  	
   

  	
   

  	
   

  
											



 


	
  Book-Entry
  Record Date Share Position of old Mirant Corporation:

  	
   

  	
  Book-Entry
  Warrant Position of Mirant Corporation Series A Warrants:

  
	
   

  	
   

  	
   

  
	
  Certificate
  Shares:

  	
   

  	
   

  	
   

  	
   

  
	
  Book-Entry
  Shares:

  	
   

  	
   

  	
   

  	
  Total Book-Entry Warrants:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Record Date Shares

  	
   

  	
   

  	
   

  	
   

  



 


PLEASE RETAIN THIS STATEMENT FOR YOUR RECORDS


 


These
Warrants are maintained for you under the Direct Registration System, which
means they are held for you in an electronic, book-entry account maintained by
Mellon Investor Services (see enclosed brochure, “What
Individual Investors Should Know About Holding Securities”).  Please retain this statement for your
permanent record.


 


NO ACTION IS REQUIRED if you choose to keep Warrants in book-entry form.


 


Questions?  Contact Mellon
Investor Services


To
access your account, use your Investor ID Number that is located in the box
above on the top right hand corner of this statement.  You can contact Mellon Investor Services by
one of the following ways:


 


By Internet:  Visit www.melloninvestor.com/isd
for access to your account.  You will be
able to certify your Taxpayer Identification Number/Social Security Number,
change your address or sell Warrants.


 


	
  By Phone:

  	
   

  	
  By Mail:

  
	
  Toll
  Free Number

  	
   

  	
   

  	
   

  	
  Mirant
  Corporation

  
	
  Outside
  the U.S. (Collect)

  	
  1-201-680-6578

  	
   

  	
   

  	
  c/o
  Mellon Investor Services

  
	
  Hearing
  Impaired

  	
  1-800-231-5469

  	
   

  	
   

  	
  P.O.
  Box 3338

  
	
  IVR
  system available 24 hours/7 days a week

  	
   

  	
  South
  Hackensack, NJ 07606-1938

  
	
  Representatives
  are available 9 a.m. to 7 p.m. Eastern Time weekdays

  	
   

  	
   

  



 





















 


[Insert Text Below When Holder Is Not Using Voice Recognition]


REQUEST FOR TAXPAYER IDENTIFICATION AND CERTIFICATION


 


Our
records indicate that we do not have a certified Taxpayer Identification Number
(“TIN”) on file.  Without a certified
TIN, we may be required by law to withhold 28% from any sale transaction that
you request.   Logon to
www.melloninvestor.com/isd to certify your TIN, or contact us by phone to
request a Substitute Form W-9.


 


If
you are exempt from backup withholding, remember to indicate that when
completing the certification.


 


	
   

  	
  OVER
  THE PHONE

  	
   

  	
   

  	
  THROUGH
  THE INTERNET

  
	
   

  	
  • Dial the toll-free number shown above

  	
   

  	
   

  	
  • Go to www.melloninvestor.com/isd

  
	
   

  	
  • Key your menu selections

  	
   

  	
   

  	
  • Logon to Investor ServiceDirect®

  
	
   

  	
  • Request a Substitute Form W-9

  	
   

  	
   

  	
  • Select the account name

  
	
   

  	
   

  	
   

  	
   

  	
  • Choose Manage
  Account Info and select Certify Tax ID

  
	
   

  	
   

  	
   

  	
   

  	
  • Confirm your certification

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  You’re done! It’s that easy!

  	
  *New user? Establish a PIN, then proceed.

  



 


[Insert Text Below When Holder Is Not Using Voice Recognition]


REQUEST FOR TAXPAYER IDENTIFICATION AND CERTIFICATION


 


Our
records indicate that we do not have a certified Taxpayer Identification Number
(“TIN”) on file.  Without a certified
TIN, we may be required by law to withhold 28% from any sale transaction that
you request.   Logon to
www.melloninvestor.com/isd to certify your TIN, or contact us by phone to
request a Substitute Form W-9.


 


If
you are exempt from backup withholding, remember to indicate that when
completing the certification.


 


	
   

  	
  OVER
  THE PHONE

  	
   

  	
   

  	
  THROUGH
  THE INTERNET

  
	
   

  	
  • Dial the toll-free number shown above

  	
   

  	
   

  	
  • Go to www.melloninvestor.com/isd

  
	
   

  	
  • Say “Certify my TIN”
  when prompted

  	
   

  	
   

  	
  • Logon to Investor ServiceDirect® 

  
	
   

  	
  • Enter your TIN or Investor ID

  	
   

  	
   

  	
  • Select the account name

  
	
   

  	
  • Speak your answers at the prompt

  	
   

  	
   

  	
  • Choose Manage
  Account Info and select Certify Tax ID

  
	
   

  	
   

  	
   

  	
   

  	
  • Confirm your certification

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  You’re done! It’s that easy!

  	
  *New user? Establish a PIN, then proceed.

  



 


SEE REVERSE SIDE FOR IMPORTANT INFORMATION


 


MIRANT
CORPORATION


 


This
statement is your record that the Mirant Corporation Series A Warrants have
been credited to your account on the books of Mirant Corporation maintained by
Mellon Investor Services, under the Direct Registration System.  Please verify all information on the reverse
side of this statement.  This statement
is neither a negotiable instrument nor a security, and delivery of this
statement does not itself confer any rights on the recipient.  Nevertheless, it should be kept with your
important documents as a record of your ownership of these securities.


 





















 


Transfer
ownership of your Book-Entry Warrants at any time by submitting the appropriate Warrant transfer documents
to Mellon Investor Services.  Visit
Mellon’s Investor ServiceDirect online at www.melloninvestor.com/isd, or
call                                 
to request transfer documents.


 


Transfer
of your Book-Entry Warrants to your broker can be accomplished in one of two ways:


 


(1)            The
fastest and easiest way - provide your broker with your Personal Account
Information and request that your broker initiate an electronic transfer of
your Warrants, or


 


(2)            Obtain
a “Broker-Dealer Authorization Form” by visiting www.melloninvestor.com/isd, or
by calling                               .


 


To sell
any or all of your Book-Entry Warrants in your account at Mellon Investor Services, visit
www.melloninvestor.com/isd, phone toll free                               
and say “sell Warrants” using our Speech
Recognition technology, or simply check the appropriate “sell” box, sign and
date the attached sales coupon and mail it in the envelope provided.  By conducting a sale through this program,
you agree that this constitutes immediate enrollment in the program.  Any sales of Book-Entry Warrants are subject
to Mellon’s Terms and Conditions.


 


WARRANT
AGREEMENT


 


The
Warrant Agreement, dated January 3, 2006 (the “Warrant Agreement”), between
Mirant Corporation (the “Company”) and Mellon Investor Services LLC, as Warrant
Agent (the “Warrant Agent”) is incorporated by reference into and made a part
of this statement and this statement is qualified in its entirety by reference
to the Warrant Agreement.  A copy of the
Warrant Agreement may be inspected at the Warrant Agent’s office at 480
Washington Blvd, Jersey City, NJ 07310, and is also available on the Company’s website
at www.mirant.com.  All capitalized terms
used but not defined herein are defined in the Warrant Agreement shall have the
meanings assigned to them therein.


 


Book-Entry
Warrants may be exercised to purchase Shares from the Company from the
Distribution Date through 5:00 p.m. New York City time on January 3, 2011 (the “Expiration
Date”), at an initial exercise price of $21.87 (the “Exercise Price”)
multiplied by the number of Shares set forth above (the “Exercise Amount”).  The Exercise Price and the number of Shares
purchasable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.  Subject to the terms and conditions set forth
in the Warrant Agreement, each Holder of a Book-Entry Warrant may exercise such
Book-Entry Warrant by: (1) providing written notice of such election (the “Warrant
Exercise Notice”) to exercise the Book-Entry Warrant to the Warrant Agent in
accordance with the instructions below, no later than 5:00 p.m., New York City
time, on the Expiration Date, and (2) paying the applicable Exercise Amount,
together with any applicable taxes and governmental charges.


 


In
lieu of paying the Exercise Amount as set forth in the preceding paragraph,
subject to the provisions of the Warrant Agreement, each Book-Entry Warrant
shall entitle the Holder thereof, at the election of such Holder, to exercise
the Book-Entry Warrant by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the Book-Entry Warrant which when
multiplied by the Market Price of the Common Stock is equal to the aggregate
Exercise Price, and such withheld Shares shall no longer be issuable under the
Book-Entry Warrant.


 


The
Company shall not be required to issue fractions of Shares.


 





















 


(DETACH SALES COUPON HERE)

SELL MY WARRANTS


 


By signing and returning this form, I am
authorizing the sale of Mirant Corporation Series A Warrants held by Mellon Investor
Services in book-entry form in my name. 
Please mail me a check for the proceeds of the sale less applicable
fees.  The fees to be charged are
included in the enclosed Warrant Sale Program sheet.  THIS FORM MUST BE SIGNED BY THE REGISTERED
HOLDER(S) EXACTLY AS THEIR NAME(S) APPEAR(S) ON THIS STATEMENT.


 


	
  FULL
  SALE:

  	
   

  	
  PARTIAL
  SALE:

  	
   

  	
  Taxpayer ID or Social

  
	
  o        SELL
  ALL WARRANTS.

  	
   

  	
  o        SELL
                  
  WARRANTS.

  	
   

  	
  Security Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  DATE

  	
   

  



 


	
   

  	
   

  
	
     Name

  
	
   

  	
   

  
	
     Address

  



 





















 


FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT HOLDERS HOLDING
BOOK-ENTRY WARRANTS (TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant statement, to purchase             
newly issued shares of Common Stock of Mirant Corporation (the “Company”) at
the Exercise Price of $              
per share.


 


The
undersigned represents, warrants and promises that it has the full power and
authority to exercise and deliver the Warrants exercised hereby.  The undersigned represents, warrants and
promises that it has delivered or will deliver in payment for such Shares $          
(the “Exercise Amount”) by certified or official bank or bank cashiers check
payable to the order of “Mirant Corporation”, or through a Cashless Exercise
(as described below), no later than 5:00 p.m., New York City time, on the
business day immediately prior to the Settlement Date.


 


o Please check if the undersigned, in lieu of
paying the Exercise Amount as set forth in the preceding paragraph, elects to
exercise the Warrant by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the Warrant which when multiplied by
the Market Price of the Common Stock is equal to the aggregate Exercise Price,
and such withheld Shares shall no longer be issuable under the Warrant (a “Cashless
Exercise”).


 


The
undersigned requests that a statement representing the Shares be delivered as
follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  	
   

  



 


If
such number of Shares is less than the aggregate number of Shares purchasable
hereunder, the undersigned requests that a new Book-Entry Warrant representing
the balance of such Warrants shall be registered, with the appropriate Warrant
statement delivered as follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social
  Security or Other Taxpayer

  	
  Signature

  	
   

  
	
  Identification
  Number of Holder

  	
   

  	
   

  
				



 


Note:
The above signature must correspond with the name as written upon the Warrant
statement in every particular, without alteration or enlargement or any change
whatsoever.  If the statement
representing the Shares or any Warrant statement representing Warrants not
exercised is to be registered in a name other than that in which this Warrant
statement is registered, the signature of the holder hereof must be guaranteed.


 


	
  SIGNATURE
  GUARANTEED BY:

  	
   

  	
   

  



 





















 


Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.


 


Definitions


For more definitions, please visit our Glossary on-line through
Investor ServiceDirect


 


	
  Account
  Number:

  	
   

  	
  The
  number needed by your broker to effect a transaction on your behalf.

  	
   

  	
  Personal
  Account Information:

  	
   

  	
  Your
  Account Number at Mellon Investor Services, your Taxpayer Identification
  Number and your account registration information.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSIP:

  	
   

  	
  A
  unique number used to identify Company Name and the class of securities
  represented by this statement.

  	
   

  	
  DRS
  or Direct Registration System:

  	
   

  	
  A
  system established by the securities industry that allows investors to hold
  their warrants in electronic form on the books of the Issuer rather than in
  the form of a physical warrant certificate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investor
  ID:

  	
   

  	
  The
  number used by Mellon to identify your account on the records of Company Name
  via the Internet.

  	
   

  	
  Book-Entry
  Warrants:

  	
   

  	
  Warrants
  for securities that are recorded and maintained electronically by the plan
  administrator or transfer agent and evidenced by a statement rather than a
  physical certificate.

  



 





















 


EXHIBIT A-2


 


FORM OF SERIES B WARRANT STATEMENT


 


	
  MIRANT
  CORPORATION

  	
   

  	
  DRS Warrant Distribution Statement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP Number

  	
   

  	
  Account Number/Investor ID

  
	
   

  	
   

  	
  60467R12

  	
   

  	
  INVESTOR ID #

  
	
   

  	
   

  	
  Issuance Date

  	
   

  	
  Distribution

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Series B Warrants

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ticker Symbol

  
	
   

  	
  Holder’s Name

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Address

  	
   

  	
   

  	
   

  	
   

  
											



 


	
  Book-Entry
  Record Date Share Position of old Mirant Corporation:

  	
   

  	
  Book-Entry
  Warrant Position of Mirant Corporation Series B Warrants:

  
	
   

  	
   

  	
   

  
	
  Certificate
  Shares:

  	
   

  	
   

  	
   

  	
   

  
	
  Book-Entry
  Shares:

  	
   

  	
   

  	
   

  	
  Total Book-Entry Warrants:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Record Date Shares

  	
   

  	
   

  	
   

  	
   

  



 


PLEASE RETAIN THIS STATEMENT FOR YOUR RECORDS


 


These
Warrants are maintained for you under the Direct Registration System, which
means they are held for you in an electronic, book-entry account maintained by
Mellon Investor Services (see enclosed brochure, “What
Individual Investors Should Know About Holding Securities”).  Please retain this statement for your
permanent record.


 


NO ACTION IS REQUIRED if you choose to keep Warrants in book-entry form.


 


Questions?  Contact Mellon
Investor Services


To
access your account, use your Investor ID Number that is located in the box
above on the top right hand corner of this statement.  You can contact Mellon Investor Services by
one of the following ways:


 


By Internet:  Visit www.melloninvestor.com/isd
for access to your account.  You will be
able to certify your Taxpayer Identification Number/Social Security Number,
change your address or sell Warrants.


 


	
  By Phone:

  	
   

  	
  By Mail:

  
	
  Toll
  Free Number

  	
   

  	
   

  	
   

  	
  Mirant
  Corporation

  
	
  Outside
  the U.S. (Collect)

  	
  1-201-680-6578

  	
   

  	
   

  	
  c/o
  Mellon Investor Services

  
	
  Hearing
  Impaired

  	
  1-800-231-5469

  	
   

  	
   

  	
  P.O.
  Box 3338

  
	
  IVR
  system available 24 hours/7 days a week

  	
   

  	
  South
  Hackensack, NJ 07606-1938

  
	
  Representatives
  are available 9 a.m. to 7 p.m. Eastern Time weekdays

  	
   

  	
   

  



 





















 


[Insert Text Below When Holder Is Not Using Voice Recognition]


REQUEST FOR TAXPAYER IDENTIFICATION AND CERTIFICATION


 


Our
records indicate that we do not have a certified Taxpayer Identification Number
(“TIN”) on file.  Without a certified
TIN, we may be required by law to withhold 28% from any sale transaction that
you request.   Logon to www.melloninvestor.com/isd
to certify your TIN, or contact us by phone to request a Substitute Form W-9.


 


If
you are exempt from backup withholding, remember to indicate that when
completing the certification.


 


	
   

  	
  OVER THE PHONE

  	
   

  	
   

  	
  THROUGH THE INTERNET

  
	
   

  	
  • Dial the toll-free number shown above

  	
   

  	
   

  	
  • Go to www.melloninvestor.com/isd

  
	
   

  	
  • Key your menu selections

  	
   

  	
   

  	
  • Logon to Investor ServiceDirect® 

  
	
   

  	
  • Request a Substitute Form W-9

  	
   

  	
   

  	
  • Select the account name

  
	
   

  	
   

  	
   

  	
   

  	
  • Choose Manage
  Account Info and select Certify Tax ID

  
	
   

  	
   

  	
   

  	
   

  	
  • Confirm your certification

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  You’re done! It’s that easy!

  	
  *New user? Establish a PIN, then proceed.

  



 


[Insert Text Below When Holder Is Not Using Voice Recognition]


REQUEST FOR TAXPAYER IDENTIFICATION AND CERTIFICATION


 


Our
records indicate that we do not have a certified Taxpayer Identification Number
(“TIN”) on file.  Without a certified
TIN, we may be required by law to withhold 28% from any sale transaction that
you request.   Logon to
www.melloninvestor.com/isd to certify your TIN, or contact us by phone to
request a Substitute Form W-9.


 


If
you are exempt from backup withholding, remember to indicate that when
completing the certification.


 


	
   

  	
  OVER THE PHONE

  	
   

  	
   

  	
  THROUGH THE INTERNET

  
	
   

  	
  • Dial the toll-free number shown above

  	
   

  	
   

  	
  • Go to www.melloninvestor.com/isd

  
	
   

  	
  • Say “Certify my TIN”
  when prompted

  	
   

  	
   

  	
  • Logon to Investor ServiceDirect® 

  
	
   

  	
  • Enter your TIN or Investor ID

  	
   

  	
   

  	
  • Select the account name

  
	
   

  	
  • Speak your answers at the prompt

  	
   

  	
   

  	
  • Choose Manage
  Account Info and select Certify Tax ID

  
	
   

  	
   

  	
   

  	
   

  	
  • Confirm your certification

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  You’re done! It’s that easy!

  	
  *New user? Establish a PIN, then proceed.

  



 


SEE REVERSE SIDE FOR IMPORTANT INFORMATION


 


MIRANT
CORPORATION


 


This
statement is your record that the Mirant Corporation Series B Warrants have
been credited to your account on the books of Mirant Corporation maintained by
Mellon Investor Services, under the Direct Registration System.  Please verify all information on the reverse
side of this statement.  This statement
is neither a negotiable instrument nor a security, and delivery of this
statement does not itself confer any rights on the recipient.  Nevertheless, it should be kept with your
important documents as a record of your ownership of these securities.


 





















 


Transfer
ownership of your Book-Entry Warrants at any time by submitting the appropriate Warrant transfer documents
to Mellon Investor Services.  Visit
Mellon’s Investor ServiceDirect online at www.melloninvestor.com/isd, or
call                                 
to request transfer documents.


 


Transfer
of your Book-Entry Warrants to your broker can be accomplished in one of two ways:


 


(1)            The
fastest and easiest way - provide your broker with your Personal Account
Information and request that your broker initiate an electronic transfer of your
Warrants, or


 


(2)            Obtain
a “Broker-Dealer Authorization Form” by visiting www.melloninvestor.com/isd, or
by calling                               .


 


To sell
any or all of your Book-Entry Warrants in your account at Mellon Investor Services, visit www.melloninvestor.com/isd,
phone toll free                               
and say “sell Warrants” using our Speech
Recognition technology, or simply check the appropriate “sell” box, sign and
date the attached sales coupon and mail it in the envelope provided.  By conducting a sale through this program,
you agree that this constitutes immediate enrollment in the program.  Any sales of Book-Entry Warrants are subject
to Mellon’s Terms and Conditions.


 


WARRANT
AGREEMENT


 


The
Warrant Agreement, dated January 3, 2006 (the “Warrant Agreement”), between
Mirant Corporation (the “Company”) and Mellon Investor Services LLC, as Warrant
Agent (the “Warrant Agent”) is incorporated by reference into and made a part
of this statement and this statement is qualified in its entirety by reference
to the Warrant Agreement.  A copy of the
Warrant Agreement may be inspected at the Warrant Agent’s office at 480
Washington Blvd, Jersey City, NJ 07310, and is also available on the Company’s website
at www.mirant.com. All capitalized terms used but not defined herein are
defined in the Warrant Agreement shall have the meanings assigned to them
therein.


 


Book-Entry
Warrants may be exercised to purchase Shares from the Company from the
Distribution Date through 5:00 p.m. New York City time on January 3, 2011 (the “Expiration
Date”), at an initial exercise price of $20.54 (the “Exercise Price”)
multiplied by the number of Shares set forth above (the “Exercise Amount”).  The Exercise Price and the number of Shares
purchasable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.  Subject to the terms and conditions set forth
in the Warrant Agreement, each Holder of a Book-Entry Warrant may exercise such
Book-Entry Warrant by: (1) providing written notice of such election (the “Warrant
Exercise Notice”) to exercise the Book-Entry Warrant to the Warrant Agent in
accordance with the instructions below, no later than 5:00 p.m., New York City
time, on the Expiration Date, and (2) paying the applicable Exercise Amount,
together with any applicable taxes and governmental charges.


 


In
lieu of paying the Exercise Amount as set forth in the preceding paragraph,
subject to the provisions of the Warrant Agreement, each Book-Entry Warrant
shall entitle the Holder thereof, at the election of such Holder, to exercise
the Book-Entry Warrant by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the Book-Entry Warrant which when
multiplied by the Market Price of the Common Stock is equal to the aggregate
Exercise Price, and such withheld Shares shall no longer be issuable under the
Book-Entry Warrant.


 


The
Company shall not be required to issue fractions of Shares.


 





















 


(DETACH SALES COUPON HERE)

SELL MY WARRANTS


 


By signing and returning this form, I am
authorizing the sale of Mirant Corporation Series B Warrants held by Mellon
Investor Services in book-entry form in my name.  Please mail me a check for the proceeds of
the sale less applicable fees.  The fees
to be charged are included in the enclosed Warrant Sale Program sheet.  THIS FORM MUST BE SIGNED BY THE REGISTERED
HOLDER(S) EXACTLY AS THEIR NAME(S) APPEAR(S) ON THIS STATEMENT.


 


	
  FULL
  SALE:

  	
   

  	
  PARTIAL
  SALE:

  	
   

  	
  Taxpayer ID or Social

  
	
  o        SELL
  ALL WARRANTS.

  	
   

  	
  o        SELL
                  
  WARRANTS.

  	
   

  	
  Security Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  DATE

  	
   

  



 





















 


FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT HOLDERS HOLDING
BOOK-ENTRY WARRANTS (TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant statement, to purchase             
newly issued shares of Common Stock of Mirant Corporation (the “Company”) at
the Exercise Price of $              
per share.


 


The
undersigned represents, warrants and promises that it has the full power and
authority to exercise and deliver the Warrants exercised hereby.  The undersigned represents, warrants and
promises that it has delivered or will deliver in payment for such Shares $          
(the “Exercise Amount”) by certified or official bank or bank cashiers check
payable to the order of “Mirant Corporation”, or through a Cashless Exercise
(as described below), no later than 5:00 p.m., New York City time, on the business
day immediately prior to the Settlement Date.


 


o Please check if the undersigned, in lieu of
paying the Exercise Amount as set forth in the preceding paragraph, elects to
exercise the Warrant by authorizing the Company to withhold from issuance a number
of Shares issuable upon exercise of the Warrant which when multiplied by the
Market Price of the Common Stock is equal to the aggregate Exercise Price, and
such withheld Shares shall no longer be issuable under the Warrant (a “Cashless
Exercise”).


 


The
undersigned requests that a statement representing the Shares be delivered as
follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  	
   

  



 


If
such number of Shares is less than the aggregate number of Shares purchasable
hereunder, the undersigned requests that a new Book-Entry Warrant representing
the balance of such Warrants shall be registered, with the appropriate Warrant
statement delivered as follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social
  Security or Other Taxpayer

  	
  Signature

  	
   

  
	
  Identification
  Number of Holder

  	
   

  	
   

  
				



 


Note:
The above signature must correspond with the name as written upon the Warrant
statement in every particular, without alteration or enlargement or any change
whatsoever.  If the statement
representing the Shares or any Warrant statement representing Warrants not
exercised is to be registered in a name other than that in which this Warrant
statement is registered, the signature of the holder hereof must be guaranteed.


 


	
  SIGNATURE
  GUARANTEED BY:

  	
   

  	
   

  



 





















 


Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.


 


Definitions


For more definitions, please visit our Glossary on-line through
Investor ServiceDirect


 


	
  Account
  Number:

  	
   

  	
  The
  number needed by your broker to effect a transaction on your behalf.

  	
   

  	
  Personal
  Account Information:

  	
   

  	
  Your
  Account Number at Mellon Investor Services, your Taxpayer Identification
  Number and your account registration information.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSIP:

  	
   

  	
  A
  unique number used to identify Company Name and the class of securities
  represented by this statement.

  	
   

  	
  DRS
  or Direct Registration System:

  	
   

  	
  A
  system established by the securities industry that allows investors to hold
  their warrants in electronic form on the books of the Issuer rather than in
  the form of a physical warrant certificate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investor
  ID:

  	
   

  	
  The
  number used by Mellon to identify your account on the records of Company Name
  via the Internet.

  	
   

  	
  Book-Entry
  Warrants:

  	
   

  	
  Warrants
  for securities that are recorded and maintained electronically by the plan
  administrator or transfer agent and evidenced by a statement rather than a
  physical certificate.

  



 





















 


EXHIBIT A-3


 


FORM OF FACE OF
GLOBAL SERIES A WARRANT CERTIFICATE


 


VOID AFTER JANUARY 3,
2011


 


This Global Warrant Certificate is held by The
Depositary Trust Company (the “Depositary”) or its nominee in custody for the
benefit of the beneficial owners hereof, and is not transferable to any person
under any circumstances except that (i) this Global Warrant Certificate
may be exchanged in whole but not in part pursuant to Section 6(a) of
the Warrant Agreement, (ii) this Global Warrant Certificate may be
delivered to the Warrant Agent for cancellation pursuant to Section 6(i) of
the Warrant Agreement and (iii) this Global Warrant Certificate may be
transferred to a successor Depositary with the prior written consent of the
Company.


 


Unless this Global Warrant Certificate is presented by
an authorized representative of the Depositary to the Company or the Warrant
Agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co.  or such other entity as is requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful because the registered owner
hereof, Cede & Co., has an interest herein.


 


Transfers of this Global Warrant Certificate shall be
limited to transfers in whole, but not in part, to nominees of the Depositary
or to a successor thereof or such successor’s nominee, and transfers of
portions of this Global Warrant Certificate shall be limited to transfers made
in accordance with the restrictions set forth in Section 6 of the Warrant
Agreement.


 


No registration or transfer of the securities issuable
pursuant to the Warrant will be recorded on the books of the Company until such
provisions have been complied with.


 





















 


	
   

  	
   

  	
  CUSIP No.           

  
	
  No.

  	
   

  	
   

  	
   

  	
  WARRANT TO PURCHASE      

  
	
   

  	
   

  	
  SHARES OF COMMON STOCK

  
					



 


MIRANT CORPORATION


 


GLOBAL SERIES A WARRANT
TO PURCHASE COMMON STOCK


 


FORM OF FACE OF
SERIES A WARRANT CERTIFICATE

VOID AFTER JANUARY 3, 2011


 


This Warrant Certificate (“Warrant Certificate”)
certifies that                             
or its registered assigns is the registered holder of a Warrant (the “Warrant”)
of Mirant Corporation a Delaware corporation (the “Company”), to purchase the
number of shares (the “Shares”) of common stock, par value $0.01 per share (the
“Common Stock”) of the Company set forth above. 
This warrant expires on January 3, 2011 (such date, the “Expiration
Date”), and entitles the holder to purchase from the Company the number of
fully paid and non-assessable Shares set forth above at the exercise price (the
“Exercise Price”) multiplied by the number of Shares set forth above (the “Exercise
Amount”), payable to the Company either by certified or official bank or bank
cashiers check payable to the order of the Company, or by wire transfer in
immediately available funds of the Exercise Amount to an account of the Warrant
Agent specified in writing by the Warrant Agent for such purpose, no later than
5:00 p.m. New York City time, on the business day immediately prior to the
settlement date, which settlement date is three business days after a Warrant
Exercise Notice is delivered (the “Settlement Date”).  The initial Exercise Price shall be $21.87.


 


In lieu of paying the Exercise Amount as set forth in
the preceding paragraph, subject to the provisions of the Warrant Agreement (as
defined on the reverse hereof), each Warrant shall entitle the Holder thereof,
at the election of such Holder, to exercise the Warrant by authorizing the
Company to withhold from issuance a number of Shares issuable upon exercise of
the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the aggregate Exercise Price, and such withheld Shares shall no longer
be issuable under the Warrant.


 


The Exercise Price and the number of Shares
purchasable upon exercise of this Warrant are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 


No Warrant may be exercised prior to the Distribution
Date or after the Expiration Date.  After
the Expiration Date, the Warrants will become wholly void and of no value.


 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 





















 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant Certificate to be executed by its duly authorized officer.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
  MELLON INVESTOR SERVICES LLC,

  	
   

  
	
  as Warrant Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 





















 


 FORM OF REVERSE OF GLOBAL SERIES A
WARRANT CERTIFICATE

MIRANT CORPORATION


 


The Warrant evidenced by this Warrant Certificate is a
part of a duly authorized issue of Warrants to purchase a maximum of           
shares of Common Stock issued pursuant to that certain Warrant Agreement, dated
as of the Effective Date of the Plan (the “Warrant Agreement”), duly executed
and delivered by the Company and Mellon Investor Services LLC, as Warrant Agent
(the “Warrant Agent”).  The Warrant
Agreement hereby is incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants.  A copy of the Warrant Agreement may be
inspected at the Warrant Agent office and is available upon written request
addressed to the Company.  All
capitalized terms used on the face of this Warrant Certificate herein but not
defined that are defined in the Warrant Agreement shall have the meanings
assigned to them therein.


 


Warrants may be exercised to purchase Shares from the
Company from the Distribution Date through 5:00 p.m. New York City time on
the Expiration Date, at the Exercise Price set forth on the face hereof,
subject to adjustment as described in the Warrant Agreement.  Subject to the terms and conditions set forth
herein and in the Warrant Agreement, the Holder of the Warrant evidenced by
this Warrant Certificate may exercise such Warrant by:


 


(i)            providing
written notice of such election (“Warrant Exercise Notice”) to exercise the
Warrant to the Warrant Agent at the address set forth in the Warrant Agreement,
“Re:  Warrant Exercise”, by hand or by
facsimile, no later than 5:00 p.m., New York City time, on the Expiration
Date, which Warrant Exercise Notice shall substantially be in the form of an
election to purchase Shares set forth herein, properly completed and executed
by the Holder;


 


(ii)           delivering
no later than 5:00 p.m., New York City time, on the business day
immediately prior to the Settlement Date, the Warrant Certificates evidencing
such Warrants to the Warrant Agent; and


 


(iii)          paying
the applicable Exercise Amount, together with any applicable taxes and
governmental charges.


 


In lieu of paying the Exercise Amount as set forth in
the preceding paragraph, subject to the provisions of the Warrant Agreement,
each Warrant shall entitle the Holder thereof, at the election of such Holder,
to exercise the Warrant by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the Warrant which when multiplied by
the Market Price of the Common Stock is equal to the aggregate Exercise Price,
and such withheld Shares shall no longer be issuable under the Warrant.


 


In the event that upon any exercise of the Warrant
evidenced hereby the number of Shares actually purchased shall be less than the
total number of Shares purchasable upon exercise of the Warrant evidenced
hereby, there shall be issued to the holder hereof, or such holder’s assignee,
a new Warrant Certificate evidencing a Warrant to purchase the Shares not so


 





















 


purchased.  No adjustment shall be made for any cash
dividends on any Shares issuable upon exercise of this Warrant.  After the Expiration Date, unexercised
Warrants shall become wholly void and of no value.


 


The Company shall not be required to issue fractions
of Shares or any certificates that evidence fractional Shares.


 


Warrant Certificates, when surrendered by book-entry
delivery through the facilities of the Depositary may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing a Warrant to purchase in the
aggregate a like number of Shares.


 


No Warrants may be sold, exchanged or otherwise
transferred in violation of the Securities Act or state securities laws.


 


The Company and Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


[Balance of page intentionally
remains blank]


 





















 


EXHIBIT A-4


 


FORM OF FACE OF GLOBAL
SERIES B WARRANT CERTIFICATE


 


VOID AFTER JANUARY 3,
2011


 


This Global Warrant Certificate is held by The
Depositary Trust Company (the “Depositary”) or its nominee in custody for the
benefit of the beneficial owners hereof, and is not transferable to any person
under any circumstances except that (i) this Global Warrant Certificate
may be exchanged in whole but not in part pursuant to Section 6(a) of
the Warrant Agreement, (ii) this Global Warrant Certificate may be
delivered to the Warrant Agent for cancellation pursuant to Section 6(i) of
the Warrant Agreement and (iii) this Global Warrant Certificate may be
transferred to a successor Depositary with the prior written consent of the
Company.


 


Unless this Global Warrant Certificate is presented by
an authorized representative of the Depositary to the Company or the Warrant
Agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co.  or such other entity as is requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful because the registered owner
hereof, Cede & Co., has an interest herein.


 


Transfers of this Global Warrant Certificate shall be
limited to transfers in whole, but not in part, to nominees of the Depositary
or to a successor thereof or such successor’s nominee, and transfers of
portions of this Global Warrant Certificate shall be limited to transfers made
in accordance with the restrictions set forth in Section 6 of the Warrant
Agreement.


 


No registration or transfer of the securities issuable
pursuant to the Warrant will be recorded on the books of the Company until such
provisions have been complied with.


 





















 


	
   

  	
   

  	
  CUSIP No.           

  
	
  No.

  	
   

  	
   

  	
   

  	
  WARRANT TO PURCHASE      

  
	
   

  	
   

  	
  SHARES OF COMMON STOCK

  
					



 


MIRANT CORPORATION


 


GLOBAL SERIES B WARRANT
TO PURCHASE COMMON STOCK


 


FORM OF FACE OF
SERIES B WARRANT CERTIFICATE

VOID AFTER JANUARY 3, 2011


 


This Warrant Certificate (“Warrant Certificate”)
certifies that                         
or its registered assigns is the registered holder of a Warrant (the “Warrant”)
of Mirant Corporation a Delaware corporation (the “Company”), to purchase the
number of shares (the “Shares”) of common stock, par value $0.01 per share (the
“Common Stock”) of the Company set forth above. 
This warrant expires on January 3, 2011 (such date, the “Expiration
Date”), and entitles the holder to purchase from the Company the number of
fully paid and non-assessable Shares set forth above at the exercise price (the
“Exercise Price”) multiplied by the number of Shares set forth above (the “Exercise
Amount”), payable to the Company either by certified or official bank or bank
cashiers check payable to the order of the Company, or by wire transfer in
immediately available funds of the Exercise Amount to an account of the Warrant
Agent specified in writing by the Warrant Agent for such purpose, no later than
5:00 p.m. New York City time, on the business day immediately prior to the
settlement date, which settlement date is three business days after a Warrant
Exercise Notice is delivered (the “Settlement Date”).  The initial Exercise Price shall be $20.54.


 


In lieu of paying the Exercise Amount as set forth in
the preceding paragraph, subject to the provisions of the Warrant Agreement (as
defined on the reverse hereof), each Warrant shall entitle the Holder thereof,
at the election of such Holder, to exercise the Warrant by authorizing the
Company to withhold from issuance a number of Shares issuable upon exercise of
the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the aggregate Exercise Price, and such withheld Shares shall no longer
be issuable under the Warrant.


 


The Exercise Price and the number of Shares
purchasable upon exercise of this Warrant are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 


No Warrant may be exercised prior to the Distribution
Date or after the Expiration Date.  After
the Expiration Date, the Warrants will become wholly void and of no value.


 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 





















 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant Certificate to be executed by its duly authorized officer.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
  MELLON INVESTOR SERVICES LLC,

  	
   

  
	
  as Warrant Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 





















 


 FORM OF REVERSE OF GLOBAL SERIES B
WARRANT CERTIFICATE

MIRANT CORPORATION


 


The Warrant evidenced by this Warrant Certificate is a
part of a duly authorized issue of Warrants to purchase a maximum of          
shares of Common Stock issued pursuant to that certain Warrant Agreement, dated
as of the Effective Date of the Plan (the “Warrant Agreement”), duly executed
and delivered by the Company and Mellon Investor Services LLC, as Warrant Agent
(the “Warrant Agent”).  The Warrant Agreement
hereby is incorporated by reference in and made a part of this instrument and
is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the registered holders
or registered holder) of the Warrants.  A
copy of the Warrant Agreement may be inspected at the Warrant Agent office and
is available upon written request addressed to the Company.  All capitalized terms used on the face of
this Warrant Certificate herein but not defined that are defined in the Warrant
Agreement shall have the meanings assigned to them therein.


 


Warrants may be exercised to purchase Shares from the
Company from the Distribution Date through 5:00 p.m. New York City time on
the Expiration Date, at the Exercise Price set forth on the face hereof,
subject to adjustment as described in the Warrant Agreement.  Subject to the terms and conditions set forth
herein and in the Warrant Agreement, the Holder of the Warrant evidenced by
this Warrant Certificate may exercise such Warrant by:


 


(i)            providing
written notice of such election (“Warrant Exercise Notice”) to exercise the
Warrant to the Warrant Agent at the address set forth in the Warrant Agreement,
“Re:  Warrant Exercise”, by hand or by
facsimile, no later than 5:00 p.m., New York City time, on the Expiration
Date, which Warrant Exercise Notice shall substantially be in the form of an
election to purchase Shares set forth herein, properly completed and executed
by the Holder;


 


(ii)           delivering
no later than 5:00 p.m., New York City time, on the business day
immediately prior to the Settlement Date, the Warrant Certificates evidencing
such Warrants to the Warrant Agent; and


 


(iii)          paying
the applicable Exercise Amount, together with any applicable taxes and
governmental charges.


 


In lieu of paying the Exercise Amount as set forth in
the preceding paragraph, subject to the provisions of the Warrant Agreement,
each Warrant shall entitle the Holder thereof, at the election of such Holder,
to exercise the Warrant by authorizing the Company to withhold from issuance a
number of Shares issuable upon exercise of the Warrant which when multiplied by
the Market Price of the Common Stock is equal to the aggregate Exercise Price,
and such withheld Shares shall no longer be issuable under the Warrant.


 


In the event that upon any exercise of the Warrant
evidenced hereby the number of Shares actually purchased shall be less than the
total number of Shares purchasable upon exercise of the Warrant evidenced
hereby, there shall be issued to the holder hereof, or such holder’s assignee,
a new Warrant Certificate evidencing a Warrant to purchase the Shares not so


 





















 


purchased.  No adjustment shall be made for any cash
dividends on any Shares issuable upon exercise of this Warrant.  After the Expiration Date, unexercised
Warrants shall become wholly void and of no value.


 


The Company shall not be required to issue fractions
of Shares or any certificates that evidence fractional Shares.


 


Warrant Certificates, when surrendered by book-entry
delivery through the facilities of the Depositary may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing a Warrant to purchase in the
aggregate a like number of Shares.


 


No Warrants may be sold, exchanged or otherwise
transferred in violation of the Securities Act or state securities laws.


 


The Company and Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


[Balance of page intentionally
remains blank]


 





















 


EXHIBIT B-1


 


 FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT
HOLDERS 

HOLDING BOOK-ENTRY WARRANTS


 


(TO BE EXECUTED UPON
EXERCISE OF THE WARRANT)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by Book-Entry Warrants, to purchase             
newly issued shares of Common Stock of Mirant Corporation (the “Company”) at
the Exercise Price of $           
per share.


 


The undersigned represents, warrants and promises that
it has the full power and authority to exercise and deliver the Warrants
exercised hereby. The undersigned represents, warrants and promises that it has
delivered or will deliver in payment for such Shares $            
(the “Exercise Amount”) by certified or official bank or bank cashiers check
payable to the order of the Company, or through a Cashless Exercise (as described
below), no later than 5:00 p.m., New York City time, on the business day
immediately prior to the Settlement Date.


 


        Please
check if the undersigned, in lieu of paying the Exercise Amount as set forth in
the preceding paragraph, elects to exercise the Warrant by authorizing the
Company to withhold from issuance a number of Shares issuable upon exercise of
the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the aggregate Exercise Price, and such withheld Shares shall no longer
be issuable under the Warrant (a “Cashless Exercise”).


 


The undersigned requests that a statement representing
the Shares be delivered as follows:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Delivery Address (if different)

  



 





















 


If such number of Shares is less than the aggregate
number of Shares purchasable hereunder, the undersigned requests that a new
Book-Entry Warrant representing the balance of such Warrants shall be
registered, with the appropriate Warrant Statement delivered as follows:


 


	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Delivery Address (if different)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security or Other Taxpayer

  Identification Number of Holder

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Note: If the statement representing the Shares or
  any Book-Entry Warrants representing Warrants not exercised is to be
  registered in a name other than that in which the Book-Entry Warrants are
  registered, the signature of the holder hereof must be guaranteed.

  
	
   

  
	
  SIGNATURE GUARANTEED BY:

  	
   

  
	
   

  	
  

  Signatures must be guaranteed by a participant in the Securities Transfer
  Agent Medallion Program, the Stock Exchanges Medallion Program or the New
  York Stock Exchange, Inc. Medallion Signature Program.

  
				



 





















 


EXHIBIT B-2


 


FORM OF ELECTION TO
EXERCISE WARRANT FOR 

WARRANT HOLDERS HOLDING WARRANTS THROUGH 

THE DEPOSITORY TRUST COMPANY


 


TO BE COMPLETED BY DIRECT
PARTICIPANT 

IN THE DEPOSITORY TRUST COMPANY 

NEW MIRANT


 


Warrants to Purchase               
Shares of Common Stock 

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by                   
Warrants held for its benefit through the book-entry facilities of The
Depository Trust Company (the “Depositary”), to purchase                  
newly issued shares of Common Stock of (the “Company”) at the Exercise Price of
$                
per share.


 


The undersigned represents, warrants and promises that
it has the full power and authority to exercise and deliver the Warrants
exercised hereby. The undersigned represents, warrants and promises that it has
delivered or will deliver in payment for such Shares $                  
(the “Exercise Amount”) by certified or official bank or bank cashiers check
payable to the order of the Company, or by wire transfer in immediately
available funds of the Exercise Amount to an account of the Warrant Agent
specified in writing by the Warrant Agent for such purpose or through a
Cashless Exercise (as described below), no later than 5:00 p.m., New York
City time, on the business day immediately prior to the Settlement Date.


 


                
Please check if the undersigned, in lieu of paying the Exercise Amount as set
forth in the preceding paragraph, elects to exercise the Warrant by authorizing
the Company to withhold from issuance a number of Shares issuable upon exercise
of the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the aggregate Exercise Price, and such withheld Shares shall no longer
be issuable under the Warrant (a “Cashless Exercise”).


 


The undersigned requests that the principal amount of
Warrants exercised hereby be in registered form in the authorized
denominations, registered in such names and delivered, all as specified in
accordance with the instructions set forth below; provided, that if the shares
of Common Stock are evidenced by global securities, the shares of Common Stock
shall be registered in the name of the Depositary or its nominee.


 


	
  Dated:

  	
   

  	
   

  



 


NOTE:  THIS
EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE. 
THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE
WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR
WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE
NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE
NOTICES ARE TO BE SUBMITTED.  NAME OF
DIRECT PARTICIPANT IN THE DEPOSITARY:


 





















 


	
  (PLEASE PRINT)

  
	
  ADDRESS:

  	
   

  	
   

  
	
   

  
	
  CONTACT NAME:

  	
   

  	
   

  
	
   

  
	
  ADDRESS:

  	
   

  	
   

  
					



 


TELEPHONE (INCLUDING INTERNATIONAL CODE):


 


FAX (INCLUDING INTERNATIONAL CODE):


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION
NUMBER (IF APPLICABLE):


 


ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:


 


DEPOSITARY ACCOUNT NO.


 


WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF
DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION
(OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”.  WARRANT HOLDER DELIVERING WARRANTS, IF OTHER
THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE


 


	
  NAME:

  	
   

  	
   

  
	
   

  	
  (PLEASE PRINT)

  	
   

  



 


CONTACT NAME:


 


TELEPHONE (INCLUDING INTERNATIONAL CODE):


 


FAX (INCLUDING INTERNATIONAL CODE):


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION
NUMBER (IF APPLICABLE):


 


ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE
CREDITED:


 


	
  DEPOSITARY ACCOUNT NO.

  	
   

  	
   

  



 


FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER
THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE:


 


	
  NAME:

  	
   

  	
   

  
	
   

  	
  (PLEASE PRINT)

  	
   

  



 


	
  ADDRESS:

  	
   

  	
   

  



 





















 


	
  CONTACT NAME:

  	
   

  	
   

  



 


TELEPHONE (INCLUDING INTERNATIONAL CODE):


 


FAX (INCLUDING INTERNATIONAL CODE):


 


SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION
NUMBER (IF APPLICABLE):


 


	
   

  	
   

  
	
  NUMBER OF WARRANTS BEING EXERCISED:

  



 


(ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE)


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Capacity in which Signing:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signatures must be guaranteed by a participant in
  the Securities Transfer Agent Medallion Program, the Stock Exchanges
  Medallion Program or the New York Stock Exchange, Inc. Medallion
  Signature Program.

  
							



 





















 


EXHIBIT C


 


FORM OF ASSIGNMENT


 


(TO BE EXECUTED BY THE
REGISTERED HOLDER IF SUCH HOLDER 

DESIRES TO TRANSFER A WARRANT)


 


FOR VALUE RECEIVED, the undersigned registered holder
hereby sells, assigns and transfers unto


 


	
   

  	
   

  	
   

  
	
  Name of Assignee

  
	
   

  
	
   

  	
   

  	
   

  
	
  Address of Assignee

  
				



 


            
Warrants to purchase shares of Common Stock held by the undersigned, together
with all right, title and interest therein, and does irrevocably constitute and
appoint                            
attorney, to transfer such Warrants on the books of the Warrant Agent, with
full power of substitution.


 


	
   

  	
   

  	
   

  	
   

  
	
  Dated

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security or Other Taxpayer

  Identification Number of Assignee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  Signatures must be guaranteed by a participant in the Securities Transfer
  Agent Medallion Program, the Stock Exchanges Medallion Program or the New
  York Stock Exchange, Inc. Medallion Signature Program.