Exhibit 10.1


PARENT
GUARANTY


THIS GUARANTY (this “Guaranty”),
is entered into this 17th day of April, 2007, by MIRANT
CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the “Guarantor”), to and for the benefit of MARUBENI CARIBBEAN POWER HOLDINGS, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Purchaser”).  Capitalized terms used, but not defined,
herein, shall have the meaning given such terms in the Agreement (defined
below).


PRELIMINARY RECITALS


A.            The Purchaser has entered into that certain
Purchase and Sale Agreement dated as of April 17, 2007 (the “Agreement”), with MIRANT INTERNATIONAL INVESTMENTS, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Seller”),
a wholly-owned affiliate of the Guarantor, pursuant to which, among other
things, the Seller has agreed to certain Payment Obligations (hereinafter
defined).


B.            Pursuant to the terms of the Agreement, the
Guarantor is required to execute and deliver this Guaranty in favor of the
Purchaser in respect of the Payment Obligations.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Guarantor hereby agrees as follows:


1.             Guaranty.


(a)           The Guarantor hereby unconditionally and irrevocably guarantees to the
Purchaser that the Seller shall (i) make payment, when due, of any Post-Closing
Payment amount that may be due from the Seller to the Purchaser under Section 2.2(d) of the
Agreement, and (ii) make payment, when due, of any indemnity payments that may
be due from the Seller to the Purchaser under Section 11.1(a) of the Agreement,
subject in each case to the limitations set forth in the Agreement
(collectively, the “Payment
Obligations”).


(b)           The Guarantor unconditionally and irrevocably guarantees to the
Purchaser that if the Seller fails to perform any of the Payment Obligations,
when due, the Guarantor shall, upon written demand by the Purchaser, perform,
or cause to be performed, all such Payment Obligations.


(c)           All payments made by the Guarantor, pursuant to the obligations
incurred by the Guarantor hereunder, shall be made to the Purchaser in Dollars
and shall be paid within ten (10) Business Days after receipt by the Guarantor
from the Purchaser of written demand for such payment.


(d)           The Guarantor hereby agrees to pay all costs, expenses and fees,
including all reasonable attorneys’ fees, actually incurred by the Purchaser in
successfully enforcing this Guaranty, whether by suit or otherwise.


2.             Representations and
Warranties.  The
Guarantor represents and warrants to the Purchaser as follows:


(a)           The Guarantor is duly organized, validly existing, and in good standing
under the laws of the State of Delaware.











(b)           The Guarantor has full corporate power and authority (including all
necessary approvals) to execute and deliver this Guaranty and to perform its
obligations hereunder.  This Guaranty has
been duly executed and delivered on behalf of the Guarantor by its duly authorized
representative.


(c)           This Guaranty constitutes the valid and legally binding obligation of
the Guarantor, enforceable against the Guarantor in accordance with its terms
and conditions except as such enforceability may be limited by or subject to
(i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar applicable law relating to creditors’ rights
generally, and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


(d)           The Guarantor is not required to give any notice to, make any filing
with, or obtain any authorization, consent or approval of, any Governmental
Authority or any other person to perform its obligations under this Guaranty,
except for such notices, filings, authorizations, consents or approvals which
the failure to give, make or obtain, as the case may be, would not reasonably
be expected to materially and adversely affect the ability of the Guarantor to
satisfy its obligations hereunder.


(e)           Neither the execution and the delivery of this Guaranty, nor the
performance by the Guarantor of its obligations hereunder, will (i) violate any
law or order of any Governmental Authority to which the Guarantor is subject,
or (ii) conflict with any Charter Document or other legal or contractual
restriction to which the Guarantor is bound, except as would not reasonably be
expected to materially and adversely affect the ability of the Guarantor to
satisfy its obligations hereunder


3.             Obligations Unconditional.  The obligations of the Guarantor
hereunder shall be subject to the defenses available to the Seller under the
Agreement, but shall remain in full force and effect without regard to, and
shall not be affected or impaired by any of the following, any of which may be
taken without the consent of, or notice to, the Guarantor:


(a)           any lack of legality, validity or enforceability of the Agreement or
any document delivered thereunder;


(b)           any amendment, modification, addition, supplement, extension or
acceleration of or to any part of the Agreement;


(c)           any exercise or non-exercise by the Purchaser of any right or privilege
under the Agreement;


(d)           any extension (including without limitation extensions of time for
payment), renewal, amendment, restructuring or restatement of, or any
acceptance of late or partial payments under, the Agreement;


(e)           any bankruptcy, insolvency, reorganization, dissolution, liquidation or
similar proceeding relating to the Seller or any affiliate of the Seller (other
than the Guarantor);


(f)            the existence of any facts or circumstances
which cause (or result in) any of the representations or warranties of the
Seller under the Agreement to be inaccurate; or











(g)           any other circumstance whatsoever (with or without notice to or
knowledge of the Guarantor) which may or might in any manner or to any extent
vary the risks of the Guarantor, or might otherwise constitute a legal or
equitable defense available to, or discharge of, a surety or a guarantor,
including without limitation, any right to require or claim that resort be had
to the Seller in respect of the Payment Obligations.


4.             Independent Obligations.  The obligations of the Guarantor
hereunder are independent of the obligations of the Seller and, in the event of
any default hereunder, a separate action or actions may be brought and
prosecuted against the Guarantor whether or not the Seller is joined therein or
a separate action is brought against the Seller.  All remedies of the
Purchaser are cumulative.


5.             Waiver.  The Guarantor unconditionally and
irrevocably waives:


(a)           demands, protests, or notices as the same pertain to the Seller;


(b)           any right to require the Purchaser to proceed against the Seller or to
exhaust any security held by the Purchaser or to pursue any other remedy;


(c)           any right to assert against the Purchaser, as a defense, counterclaim,
set-off, recoupment or cross-claim in respect of the Payment Obligations, any
defense (legal or equitable) or other claim which the Guarantor may now or at
any time hereafter have against the Seller or any other person;


(d)           any defense based upon an election of remedies by the Purchaser, unless
the same would excuse performance by the Seller, under the Agreement; and


(e)           any duty of the Purchaser to advise the Guarantor of any information
known to the Purchaser regarding the Seller or its ability to perform under the
Agreement, except for notices specifically provided for herein.


6.             Continuing Guaranty.  The Guarantor’s obligations under Paragraph 1 of this
Guaranty constitute a continuing guaranty and shall continue in full force and
effect until the Payment Obligations shall have been fully performed or
otherwise extinguished under the Agreement, at which time this Guaranty and all
of the Guarantor’s obligations hereunder shall terminate and expire.


7.             Reinstatement.  The obligations of the Guarantor under
this Guaranty shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Seller in respect of the Payment
Obligations is rescinded or must be otherwise restored by any holder of any of
such obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.


8.             Third Parties.  This Guaranty shall not confer any
rights or remedies upon any person other than the parties hereto and their
successors and assigns.


9.             Successors and Assigns.  This Guaranty shall be binding upon
and inure to the benefit of the parties hereto and their successors and
assigns.  This Guaranty may not be assigned by the Guarantor without the
prior written consent of the Purchaser, which consent shall not be unreasonably
withheld.  Upon such assignment or
delegation and assumption of obligations, the Guarantor shall be relieved of
and fully discharged from all obligations hereunder, whether such obligations
arose before or after such assignment or delegation and assumption.


10.           Notices.  All notices, requests and other
communications hereunder must be in writing 











and will be deemed to have been duly given only if delivered personally
or by facsimile transmission or mailed (first class postage prepaid) to the
parties at the following addresses or facsimile numbers:


(a)           IF TO THE PURCHASER:


MARUBENI CARIBBEAN POWER HOLDINGS, INC.


c/o Marubeni Corporation


Overseas Power Project Department II


4-2 Ohtemachi 1-chome


Chiyoda-ku, Tokyo, Japan


Attention:              Tomofumi Fukuda


Facsimile:


(b)           IF TO THE GUARANTOR:


MIRANT INTERNATIONAL INVESTMENTS, INC.


Senior Vice-President and Controller


1155 Perimeter Center West


Atlanta, Georgia 30338


Attention:              Thomas Legro


Facsimile:               (678) 579 5590


All
such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Paragraph 10, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number
as provided in this Paragraph
10, be deemed given upon receipt, and (iii) if delivered by mail
in the manner described above to the address as provided in this Paragraph 10, be
deemed given upon receipt.  Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.


11.           Governing Law and Forum.  This Guaranty shall be governed by,
and construed in accordance with, the law of the State of New York without
regard to principles of conflicts of law.  Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of New York or any New York state court in the event any
dispute arises out of this Guaranty, (b) agrees that it shall not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court and (c) agrees that it shall not bring any action relating
to this Guaranty in any court other than a federal or state court sitting in
the State of New York.


12.           Entire Agreement and
Amendments.  This
Guaranty embodies the entire agreement between the Guarantor and the
Purchaser.  There are no promises, terms, conditions or obligations other
those contained herein, and this Guaranty shall supersede all previous
communications, representations or agreements, either verbal or written,
between the Guarantor and the Purchaser.  No amendment of any provision of
this Guaranty shall be valid unless the amendment shall be in writing and
signed by the Purchaser and the Guarantor.


13.           Severability.  Any term or provision of this
Guaranty that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.


14.           Counterparts.  This Guaranty may be executed and delivered
(including via facsimile) 











in any number of counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.


IN WITNESS WHEREOF, this Guaranty has been duly executed and
delivered as of the date first above written.


	
  

  	
  THE GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  MIRANT CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. von Blasingame

  
	
   

  	
  Name:

  	
  William P. von Blasingame

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED
  TO AND ACCEPTED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE
  PURCHASER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MARUBENI CARIBBEAN POWER HOLDINGS, INC.

  
	
  a Delaware
  corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Tomofumi Fukuda

  	
   

  
	
  Name:

  	
   

  	
  Tomofumi Fukuda

  
	
  Title:

  	
   

  	
  President