Common use of Extension of Subordination Clause in Contracts

Extension of Subordination. The Borrower and the Subordinated Creditor shall not subordinate the Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon any terms other than those set forth in this Agreement. The Borrower and the Subordinated Creditor shall have the right to subordinate the Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon the same terms as are set forth in this Agreement. SCHEDULE I Senior Debt Documents Title and Date Party(ies) Representative EXHIBIT A SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. FACILITY B CREDIT AGREEMENT FORM OF NOTE PROMISSORY NOTE U.S.$_______________ Dated: _______________, _______ FOR VALUE RECEIVED, the undersigned, SOUTHERN ENERGY NORTH AMERICA GENERATING, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to _________________________ (the "Lender") for the account of its Applicable Lending Office on the Maturity Date (as defined in the Facility B Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Facility B Credit Agreement dated as of August 31, 1999 among the Borrower, the Lender and certain other financial institutions parties thereto, XXXXXX BROTHERS INC., as Lead Arranger, and XXXXXX COMMERCIAL PAPER INC., as Agent for the Lender and such other financial institutions (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Xxxxxx Commercial Paper Inc., as Agent, at Bankers Trust Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the debt of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. By: ------------------------------- Title:

Extension of Subordination. The Borrower and the Subordinated Creditor shall not subordinate the Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon any terms other than those set forth in this Agreement. The Borrower and the Subordinated Creditor shall have the right to subordinate the Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon the same terms as are set forth in this Agreement. SCHEDULE I Senior Debt Documents Title and Date Party(ies) Representative EXHIBIT A SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. FACILITY B C CREDIT AGREEMENT FORM OF NOTE PROMISSORY NOTE U.S.$_______________ Dated: _______________, _______ FOR VALUE RECEIVED, the undersigned, SOUTHERN ENERGY NORTH AMERICA GENERATING, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to _________________________ (the "Lender") for the account of its Applicable Lending Office on the Maturity Date (as defined in the Facility B C Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Facility B C Credit Agreement dated as of August 31, 1999 among the Borrower, the Lender and certain other financial institutions parties thereto, XXXXXX BROTHERS INC., as Lead Arranger, and XXXXXX COMMERCIAL PAPER INC., as Agent for the Lender and such other financial institutions (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Xxxxxx Commercial Paper Inc., as Agent, at Bankers Trust Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the debt of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. By: ------------------------------- By ------------------------- Title:

Extension of Subordination. The Borrower and the Subordinated Creditor shall not subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, existing upon any terms other than those set forth in this Agreement. The Borrower and the Subordinated Creditor shall have the right to subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon the same terms as are set forth in this Agreement. SCHEDULE I Senior Debt Documents Title and Date Party(ies) Representative EXHIBIT A SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. FACILITY B A-1 MIRANT CORPORATION FOUR-YEAR CREDIT AGREEMENT FORM OF REVOLVING CREDIT NOTE PROMISSORY NOTE U.S.$_______________ Dated: _______________, _______ FOR VALUE RECEIVED, the undersigned, SOUTHERN ENERGY NORTH AMERICA GENERATING, INC.MIRANT CORPORATION, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to _________________________ (the "Lender") for the account of its Applicable Lending Office on the Maturity Termination Date (as defined in the Facility B Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Revolving Credit Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Facility B Four-Year Credit Agreement dated as of August 31July __, 1999 2001 among the Borrower, the Lender and certain other financial institutions parties thereto, XXXXXX BROTHERS INC., as Lead Arranger, thereto and XXXXXX COMMERCIAL PAPER INC.Credit Suisse First Boston, as Agent for the Lender and such other financial institutions (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Maturity Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent, at Bankers Trust Company, 000 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the debt of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. By: ------------------------------- Title:.

Extension of Subordination. The Borrower and the Subordinated Creditor shall not subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, existing upon any terms other than those set forth in this Agreement. The Borrower and the Subordinated Creditor shall have the right to subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon the same terms as are set forth in this Agreement. SCHEDULE I Senior Debt Documents Title and Date Party(ies) Representative xxx EXHIBIT A A-1 SOUTHERN ENERGY NORTH AMERICA GENERATINGENERGY, INC. FACILITY B C CREDIT AGREEMENT FORM OF REVOLVING CREDIT NOTE PROMISSORY NOTE U.S.$_______________ Dated: _______________, _______ FOR VALUE RECEIVED, the undersigned, SOUTHERN ENERGY NORTH AMERICA GENERATINGENERGY, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to _________________________ (the "Lender") for the account of its Applicable Lending Office on the Maturity Termination Date (each as defined in the Facility B C Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Revolving Credit Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Facility B C Credit Agreement dated as of August 31April 1, 1999 among the Borrower, the Lender and certain other financial institutions parties theretothereto and Citibank, XXXXXX BROTHERS INC., as Lead Arranger, and XXXXXX COMMERCIAL PAPER INC.N.A., as Agent for the Lender and such other financial institutions (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Maturity Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent, at Bankers Trust Company, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the debt of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SOUTHERN ENERGY NORTH AMERICA GENERATINGENERGY, INC. By: ------------------------------- By ------------------------- Title:

Extension of Subordination. The Borrower and the Subordinated Creditor shall not subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, existing upon any terms other than those set forth in this Agreement. The Borrower and the Subordinated Creditor shall have the right to subordinate the Non-Affiliate Subordinated Debt for the benefit of any one or more other creditors of the Borrower, now or hereafter existing, upon the same terms as are set forth in this Agreement. SCHEDULE I Senior Debt Documents Title and Date Party(ies) Representative EXHIBIT A SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. FACILITY B A-1 MIRANT CORPORATION 364-DAY CREDIT AGREEMENT FORM OF REVOLVING CREDIT NOTE PROMISSORY NOTE U.S.$_______________ Dated: _______________, _______ FOR VALUE RECEIVED, the undersigned, SOUTHERN ENERGY NORTH AMERICA GENERATING, INC.MIRANT CORPORATION, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to _________________________ (the "Lender") for the account of its Applicable Lending Office on the later of the Termination Date and the Maturity Date (each as defined in the Facility B Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Facility B 364-Day Credit Agreement dated as of August 31July __, 1999 2001 among the Borrower, the Lender and certain other financial institutions parties thereto, XXXXXX BROTHERS INC., as Lead Arranger, thereto and XXXXXX COMMERCIAL PAPER INC.Credit Suisse First Boston, as Agent for the Lender and such other financial institutions (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the later of the Termination Date and the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent, at Bankers Trust Company, 000 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the debt of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SOUTHERN ENERGY NORTH AMERICA GENERATING, INC. By: ------------------------------- Title:.