Exhibit 99.2



                       IN THE UNITED STATES DISTRICT COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                               FORT WORTH DIVISION


In re:                               :
                                     :   Chapter 11 Case
                                     :
MIRANT CORPORATION, et al.,          :   Case No. 03-46590 (DML)
                    -- ---
                                     :   Jointly Administered
                 Debtors.            :
                                     :   HEARING DATE AND TIME:
                                     :   December 1, 2005 at 9:00 a.m. (CST)



                   NOTICE REGARDING TREATMENT OF MIRMA LEASES
                     IN CONNECTION WITH SECOND AMENDED JOINT
                        CHAPTER 11 PLAN OF REORGANIZATION

     NOTICE IS HEREBY GIVEN THAT THE DEBTORS HAVE PROPOSED ALTERNATE CONSENSUAL
TREATMENT FOR THE MIRMA LEASES THAT THE DEBTORS BELIEVE IS MORE FAVORABLE TO THE
OWNER LESSORS AND THE PASS THROUGH CERTIFICATE HOLDERS THAN THE PROPOSED
CONSENSUAL TREATMENT CONTAINED SECTION 14.6(e) OF THE SECOND AMENDED JOINT
CHAPTER 11 PLAN OF REORGANIZATION FOR MIRANT CORPORATION AND ITS AFFILIATED
DEBTORS (THE "PLAN"). AT THE HEARING REGARDING CONFIRMATION OF THE PLAN, WHICH
WILL BE COMMENCED AT 9:00 A.M. CENTRAL STANDARD TIME ON DECEMBER 1, 2005, THE
BANKRUPTCY COURT, AS CONTEMPLATED BY SECTION 14.6 OF THE PLAN AND PAGES 193-196
OF THE RELATED DISCLOSURE STATEMENT, WILL CONSIDER APPROVING THE TERMS AND
CONDITIONS REGARDING THE ASSUMPTION OF THE MIRMA LEASES SET FORTH ON THE TERM
SHEET ATTACHED AS EXHIBIT "A" HERETO AND INCORPORATED HEREIN BY REFERENCE,
SUBJECT TO THE SATISFACTION OF



CERTAIN TERMS AND CONDITIONS SET FORTH IN THE TERM SHEET, INCLUDING, AMONG OTHER
THINGS, THAT THE MIRMA/OWNER LESSORS CONSENT TO SUCH TREATMENT AND THAT THE
LEASE INDENTURE TRUSTEE AND PASS THROUGH TRUSTEE NOT OBJECT TO SUCH TREATMENT.

     THE BANKRUPTCY COURT WILL ENTERTAIN AN OBJECTION TO APPROVAL OF THE
PROVISIONS OF THIS TERM SHEET FROM A PASS THROUGH CERTIFICATE HOLDER IF SUCH
OBJECTION IS FILED BY 4:00 P.M. CENTRAL STANDARD TIME ON NOVEMBER 30, 2005.

     THE BANKRUPTCY COURT WILL ALSO ENTERTAIN AN OBJECTION TO APPROVAL OF THE
PROVISIONS OF THIS TERM SHEET FROM A PASS THROUGH CERTIFICATE HOLDER IF SUCH
OBJECTION IS FILED AFTER NOVEMBER 30, 2005, BUT BEFORE 4:00 P.M. CENTRAL
STANDARD TIME ON DECEMBER 6, 2005, BUT ONLY IF THE DEBTORS FAIL TO ESTABLISH
THAT SUFFICIENT NOTICE OF THE CONSIDERATION OF THIS TERM SHEET AT THE
CONFIRMATION HEARING ON DECEMBER 1, 2005 HAD BEEN GIVEN TO SUCH PASS THROUGH
CERTIFICATE HOLDER.

     THE PROPOSED TREATMENT OF THE MIRMA LEASES MAY BE REVISED AT ANY TIME PRIOR
TO THE ENTRY OF AN ORDER APPROVING SUCH TREATMENT WITHOUT FURTHER NOTICE.

     IN THE EVENT THE MIRMA/OWNER LESSORS, THE LEASE INDENTURE TRUSTEE OR THE
PASS THROUGH TRUSTEE OBJECT TO THE PROVISIONS OF THE TERM SHEET, THE PROVISIONS
OF THE TERM SHEET SHALL BE OF NO EFFECT AND SHALL NOT BE BINDING ON THE DEBTORS
IN ANY MANNER. IN SUCH CASE,



THE DEBTORS INTEND TO SEEK ASSUMPTION OF THE MIRMA LEASES ON THE TERMS AND
CONDITIONS SET FORTH SET FORTH IN SECTIONS 14.6(a) THROUGH (d) OF THE PLAN AND
DESCRIBED IN THE DISCLOSURE STATEMENT RELATED TO THE PLAN, WHICH TREATMENT THE
DEBTORS BELIEVE IS MATERIALLY LESS FAVORABLE TO THE MIRMA/OWNER LESSORS AND PASS
THROUGH CERTIFICATE HOLDERS THAN THOSE CONTAINED IN THE TERM SHEET.

DATED THIS 23RD DAY OF NOVEMBER, 2005.
                                        HAYNES AND BOONE, LLP
                                        901 Main Street, Suite 3100
                                        Dallas, Texas 75202-3789
                                        (214) 651-5000

                                        By:      /s/ Robin E. Phelan
                                            -------------------------------
                                        Robin E. Phelan
                                        State Bar No. 15903000
                                        Judith Elkin
                                        State Bar No. 6522200
                                        Ian Peck
                                        State Bar No. 24013306

                                                 -and-

                                        Thomas E Lauria
                                        State Bar No. 11998025
                                        Gerard Uzzi
                                        WHITE & CASE LLP
                                        Wachovia Financial Center
                                        200 South Biscayne Boulevard
                                        Miami, Florida 33131
                                        (305) 371-2700

                                        ATTORNEYS FOR THE DEBTORS
                                        AND DEBTORS-IN-POSSESSION





                             CERTIFICATE OF SERVICE

     The foregoing was electronically filed and served on those parties entitled
to receive electronic service on the 23rd day of November 2005. The undersigned
hereby certifies that he provided true and correct copies of the foregoing to
Bankruptcy Services, LLC and directed them to effect service upon the parties
listed below, all known Pass Through Certificate Holders and upon all persons on
the Limited Service List via e-mail, facsimile, overnight courier or other
appropriate means on the 25th day of November 2005:

Howard A. Borg
Assistant United States Attorney
State Bar No. 02667600
Burnett Plaza, Suite 1700
801 Cherry Street, Unit 4
Fort Worth, Texas 76102-6882
Telephone: 817-252-5200
Fax: 817-978-6351


                                               /s/ Robin E. Phelan
                                      ------------------------------------------










                                                                       EXHIBIT A

               TERM SHEET FOR POTENTIAL MIRMA LEASE PLAN TREATMENT

                             DATED NOVEMBER 23, 2005


On September 30, 2005, after notice and hearing, the United States Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, issued an order
pursuant to section 1125 of the Bankruptcy Code approving the Second Amended
Disclosure Statement (the "Disclosure Statement") relating to the Second Amended
Joint Chapter 11 Plan of Reorganization (the "Plan") of Mirant Corporation
("Mirant") and its affiliated debtors and debtors-in-possession (together with
Mirant, the "Debtors"). Capitalized terms used but not defined herein shall have
the meanings provided for in the Plan.

As a result of negotiations among the Debtors, the MIRMA Owner/Lessors and the
MIRMA Indenture Trustee, the Debtors have proposed an alternate treatment
("Proposed Treatment") for the MIRMA Leases that the Debtors believe is more
favorable to the MIRMA Owner/Lessors and the holders of the Pass-Through
Certificates (as defined in the Disclosure Statement) than the treatment
contained in Section 14.6 of the Plan.

INTERPRETATIONS;
ACKNOWLEDGEMENTS:   The Debtors contend that certain contractual provisions
                    contained in the Operative Documents (as defined in the
                    MIRMA Leases) are subject to uncertain meaning or are
                    otherwise in dispute. To avoid the costs and uncertainty of
                    continued perpetuation of such situation, including in
                    regards to potential litigation regarding the appropriate
                    interpretation of such contractual provisions, it is
                    intended that the Bankruptcy Court will confirm, in
                    connection with the assumption of the MIRMA Leases, that the
                    interpretation and meaning of such provisions are as set
                    forth below.

                    Exhibit One sets forth the interpretations to specified
                    provisions of the Operative Documents. Exhibit Two (which
                    will be submitted to the Bankruptcy Court in connection with
                    approval of the terms hereof) sets forth the Fixed Charge
                    Coverage Ratio calculations as of June 30, 2005,
                    incorporating the interpretations set forth in Exhibit One.
                    Conforming clarification to Exhibit GG to the Participation
                    Agreement (and elsewhere as appropriate) will be ordered to
                    be made to the extent appropriate to give effect to Exhibit
                    One and the other terms of this Agreement.

CONSENT
DECREE:             The Owner Lessors shall not oppose a Consent Decree that is
                    consistent with the definition thereof set forth below:

                    For purposes hereof, the "Consent Decree" shall mean an
                    agreement or settlement with the DOJ, the EPA, and the



                    environmental agencies of the respective states of Virginia
                    and Maryland with respect to NOx emissions, either in the
                    form of a consent decree or otherwise, the terms of which
                    shall include (i) representations that MIRMA wholly owns
                    Mirant Chalk Point LLC, and the real estate on which the
                    Morgantown and Dickerson facilities are located, and
                    occupies and operates the Morgantown and Dickerson
                    facilities pursuant to facility lease agreements, dated
                    December 19, 2000, with a consortium of owner/lessors; (ii)
                    with respect to the Morgantown and Dickerson leased
                    facilities, NOx emissions rate and NOx tonnage limits and
                    other terms and conditions that affect the operation or
                    ownership of the leased facilities that are no more
                    restrictive than those contained in the Consent Decree dated
                    September 24, 2004; (iii) combined NOx emissions limitations
                    for the MIRMA facilities permitting the operation of such
                    facilities consistent with the historical operations after
                    taking into account planned and other commercially
                    reasonable capital expenditures and the installation of two
                    SCRs at Morgantown on or before May 1, 2007 and May 1, 2008,
                    respectively, with equipment specifications and warranties
                    as previously disclosed to the Owner Lessors; (iv) that, in
                    the event of a separation from the other MIRMA facilities,
                    the Morgantown and Dickerson leased facilities together or
                    individually shall have NOx emissions limitations permitting
                    the operation of such facilities at commercially desirable
                    outputs after taking into account market conditions, planned
                    and other commercially reasonable capital expenditures and,
                    in the event of an individual separation, Morgantown, for
                    the period covered by the current NOx emissions allocations,
                    would not be required to purchase NOx emissions credits in
                    excess of the NOx emissions allocations for such facility
                    existing on the date hereof, and (v) in the event of a
                    separation from the other MIRMA facilities, the loss of the
                    ability of the operator of the Morgantown and/or Dickerson
                    facilities to claim emissions credits shall only apply to
                    NOx.

RESTRICTION
ON ADDITIONAL
LESSOR NOTES:       Section 12.1(a)(viii) of the Participation Agreement(s)
                    shall be amended to add a requirement for any Supplemental
                    Financing (as defined in the Participation Agreement) that,
                    in addition to the other requirements of Section 12.1, such
                    will be permitted only if, (i) after giving effect to such
                    Supplemental Financing, either (x) the Facility Lessee (as
                    defined in the Participation Agreements) shall have, at such
                    time, a credit rating of at least BBB- from S&P and Baa3
                    from Moody's or (y) the Fixed Charge Coverage Ratio (as
                    defined in the Participation Agreements) shall be at least
                    2.5 to 1 historically (4 quarters) and prospectively (two
                    four quarter

                                        2


                    periods) and (ii) the MIRMA/Owner Lessors consent (in their
                    sole and absolute discretion) to any Supplemental Financing.

SHARED FACILITIES
AGREEMENTS:         Obligations under the Shared Facilities Agreement (as
                    defined in the Participation Agreements) shall be (in
                    addition to existing rights) secured by a lien and easement
                    on the assets subject to the Shared Facilities Agreement.
                    Such lien and easement shall be subject in all respects to
                    an easement, reciprocal shared facilities agreement and
                    springing lien each granted in favor of MIRMA providing
                    MIRMA with all use, rights and benefits of the subject
                    assets that exist on the date hereof in the event remedies
                    are exercised with respect to such newly created lien. The
                    liens and easement granted pursuant to this provision shall
                    be at no cost to MIRMA; provided that MIRMA shall seek a
                    waiver of any and all recording and similar taxes pursuant
                    to section 1146(c) of the Bankruptcy Code.

CONTRIBUTION OF
MIRANT POTOMAC
RIVER AND MIRANT
PEAKER:             Mirant Corporation shall cause Mirant Peaker and Mirant
                    Potomac River to become wholly owned subsidiaries of Mirant
                    Chalk Point instead of MIRMA as part of the Plan. It is
                    expected that Mirant Peaker will merge into Mirant Chalk
                    Point. Without limiting MIRMA's rights under the Operative
                    Documents, MIRMA agrees to continue to observe all corporate
                    formalities and take other appropriate action(s) to preserve
                    the separate legal identities of it and its subsidiaries,
                    including Mirant Potomac River.

CONTRIBUTION OF
MAI SERIES A
PREFERRED SHARES:   The MAI Series A Preferred Shares to be issued by MAI -- to
                    provide credit support for the installation of control
                    technology relating to SO2 emissions -- and related put
                    rights will be issued to MIRMA directly in connection with
                    the consummation of the Plan. The terms of the MAI Series A
                    Preferred Shares shall be consistent with the description
                    thereof included in the Disclosure Statement.

GENERAL
AND TAX
INDEMNITIES:        The respective general and tax indemnities provided to the
                    MIRMA/Owner Lessors and their affiliates shall be amended
                    (to the extent necessary) to indemnify them in connection
                    with any of the interpretations to the lease documentation
                    contemplated hereby other than for those claims relating to
                    the allocation of rent or the

                                        3


                    treatment of or the application of rent payments to the
                    Lessor Notes (as defined in the Participation Agreements).
                    Without limiting the foregoing, such amendment would not
                    expand or reduce the scope of the existing indemnities;
                    provided, however, that the indemnities solely as  relate to
                    the interpretations to the MIRMA Leases documentation
                    contemplated hereby shall be based upon the law existing as
                    at the date hereof.

SETTLEMENT FEE:     MIRMA agrees, subject to Bankruptcy Court approval as being
                    reasonable and appropriate, to pay directly, to each of (i)
                    the Lease Indenture Trustee for the collective benefit of
                    the Pass Through Trust Certificate Holders provided that the
                    Lease Indenture Trustee or the Pass Through Trustee do not
                    oppose implementation of the treatment of the MIRMA
                    transaction as set forth herein or confirmation of the Plan
                    as modified hereby, and (ii) collectively the MIRMA/Owner
                    Lessors an amount equal to up to $6.5 million for the
                    MIRMA/Owner Lessors and up to $6.5 million to the Lease
                    Indenture Trustee.

RESTORATION
PAYMENTS:           The MIRMA/Owner Lessors contend that the post-petition
                    application of payment to the Lessor Notes of rent payments
                    made by MIRMA under the MIRMA Leases has resulted in damages
                    to them, including but not limited to, delays in receiving
                    scheduled equity payments and/or the loss of other
                    consideration due pursuant to the terms of the MIRMA Leases.
                    To remedy this situation, MIRMA agrees, as part of the cure
                    provided for the assumption of the MIRMA Leases and subject
                    to Bankruptcy Court approval as being reasonable and
                    appropriate, to pay to the MIRMA/Owner Lessors an amount not
                    to exceed (provided that the MIRMA Leases are assumed on or
                    before December 30, 2005) $4.9 million (the "Restoration
                    Payment"), subject to the MIRMA/Owner Lessors providing
                    adequate support. To the extent that the Leases are not
                    assumed on or before December 30, 2005, the Restoration
                    Payment may require adjustment.

REIMBURSEMENT OF
FEES AND
EXPENSES:           MIRMA agrees, as part of its cure obligations in connection
                    with the assumption of the MIRMA Leases and subject to
                    Bankruptcy Court approval as being reasonable and
                    appropriate, to pay, as Supplemental Lease Rent (as defined
                    in the Participation Agreement), all reasonable and
                    documented legal and consulting fees and related expenses
                    incurred by the MIRMA/Owner Lessors and, provided that the
                    Lease Indenture Trustee and the Pass Through Trustee do not
                    oppose implementation of the treatment of the MIRMA
                    transaction as set forth herein or confirmation of the

                                        4


                    Plan as modified hereby, the Lease Indenture Trustee and the
                    Pass Through Trustee, in connection with the bankruptcy
                    cases. As of October 31, 2005, such amounts for the
                    MIRMA/Owner Lessors and the Pass Through Trust Certificate
                    Holders are estimated to be approximately $10 million and
                    $11 million, respectively.

TREATMENT OF
PAYMENTS:           All amounts paid by MIRMA with respect to Settlement Fees,
                    Reimbursement of Fees or the Restoration Payment shall not
                    be construed as Fixed Charges (as defined in the
                    Participation Agreements) and shall not be considered as
                    part of the definition of the Fixed Charge Coverage Ratio.

ADDITIONAL
INFORMATION
& REPORTING
REQUIREMENTS:       In addition to the financial information required to be
                    delivered by MIRMA under the terms of Section 5.1 of the
                    Participation Agreements, on a quarterly basis MIRMA shall
                    provide the MIRMA/Owner Lessors with operating information
                    specified in Exhibit Three. During the continuance of a
                    Lease Indenture Event of Default (as defined in the
                    Participation Agreements), MIRMA shall provide such
                    operating information to the Lease Indenture Trustee
                    concurrently with delivery to the MIRMA/Owner Lessors
                    (subject to appropriate confidentiality).

EXISTING TERMS
REMAIN
UNCHANGED:          Except as otherwise set forth herein and as described in
                    Exhibit One attached hereto, upon assumption of the MIRMA
                    Leases, all existing terms and conditions of the Operative
                    Documents shall remain unchanged and enforceable and the
                    existing provisions of Section 14.6 of the Plan shall be
                    null and void.

CURES:              Subject to satisfaction of the conditions set forth in this
                    Agreement and as otherwise set forth on a Cure Exhibit (to
                    which MIRMA reserves all rights), which must be provided by
                    the Owner Lessors, the Pass Through Trustee or Lease
                    Indenture Trustee no later than November 29, 2005, no other
                    breach or default requiring cure or any other condition
                    exists to the assumption of any of the Leases pursuant to
                    section 365 of the Bankruptcy Code under any of the
                    Operative Documents.

PTC RATING:         MIRMA will use commercially reasonable efforts to seek to
                    have the Certificates rated by S&P and Moody's and shall
                    thereafter use commercially reasonable efforts to seek to
                    maintain such rating by

                                        5


                    S&P and Moody's at all times by taking appropriate measures,
                    including paying the annual fees owed to such rating
                    agencies.

ADDITIONAL CREDIT
SUPPORT:            Standby Letters of Credit pursuant to Section 5.13 of the
                    Participation Agreements shall be maintained pursuant to
                    such Section 5.13, and at any time the Certificates are
                    rated below investment grade by either S&P or Moody's, such
                    Standby Letters of Credit shall be increased to an amount of
                    at least $75 million and shall be maintained at least at
                    that level.

IMPLEMENTATION:     Implementation of the terms hereof (together with cure of
                    defaults as set forth herein) shall constitute a settlement
                    of all disputes between MIRMA and each of the MIRMA/Owner
                    Lessors, the Pass Through Trustee and the Lease Indenture
                    Trustee to the extent that each does not object to such
                    implementation.

                    Implementation of the terms hereof is subject to (i) the
                    consent of the Owner Lessors, and (ii) an order of the
                    Bankruptcy Court ordering and approving the terms hereof and
                    the substantial consummation of a plan of reorganization for
                    MIRMA that is materially consistent with the Plan as
                    modified hereby. In the event that Bankruptcy Court approval
                    is not obtained and the Plan is not substantially
                    consummated, the provisions hereof shall be null and void
                    and the parties shall be returned to their prior positions.

                    In the event that the Lease Indenture Trustee or Pass
                    Through Trustee objects to any provision hereof, MIRMA
                    reserves the right to seek to implement the terms hereof
                    pursuant to MIRMA's plan of reorganization as set forth in
                    the Plan and Disclosure Statement.

                    The Bankruptcy Court will hear the matters contained in this
                    term sheet in connection with the assumption of the MIRMA
                    Leases as contemplated by the Plan at the confirmation
                    hearing on December 1, 2005. It is anticipated that the
                    Bankruptcy Court will enter the confirmation order on
                    December 7, 2005 and will order that the 10 day stay of the
                    confirmation order provided by Rule 3020(e) of the
                    Bankruptcy Rules will expire at 4:00 p.m. Central Standard
                    Time on December 8, 2005. The Bankruptcy Court will
                    entertain an objection to approval of the provisions of this
                    term sheet from a Pass Through Certificate Holder if such
                    objection is filed by 4:00 p.m. Central Standard Time on
                    November 30, 2005. The Bankruptcy Court will also entertain
                    an objection to approval of the provisions of this term
                    sheet from a Pass Through Certificate Holder if such
                    objection is filed after November 30, 2005, but

                                        6


                    before 4:00 p.m. Central Standard Time on December 6, 2005,
                    if the Debtors fail to establish that sufficient notice of
                    the consideration of this term sheet at the confirmation
                    hearing on December 1, 2005 had been given to such Pass
                    Through Certificate Holder.

                    The Confirmation Order as it relates to the MIRMA Leases and
                    order approving the terms hereof shall be mutually agreeable
                    to the parties consenting to the terms hereof and shall
                    contain such findings of fact and conclusions of law as may
                    be reasonably necessary to implement the terms hereof,
                    including an order finding that (i) notice was sufficient,
                    (ii) that existing section 365(b)(2)(A) ipso facto defaults
                    are unenforceable, (iii) all other defaults have been cured,
                    and (iv) that the interpretations set forth on Exhibit One
                    are correct constructions of the Operative Documents.

MISCELLANEOUS:      Subject to the implementation of this Agreement, the
                    MIRMA/Owner Lessors, Owner Participants, the Lease Indenture
                    Trustee and the Pass Through Trustee, to the extent each
                    does not object to the implementation of the terms hereof,
                    shall be added to the parties receiving exculpation under
                    Section 17.4 of the Plan.


                                        7




                                   EXHIBIT ONE

     A. INTERPRETATIONS TO SPECIFIED PROVISIONS OF THE PARTICIPATION AGREEMENTS

Notwithstanding anything in the Operative Documents to the contrary, the
following interpretations shall govern:

(i)       As used in clause (ii) of the definition of "Cash Flow Available for
          Fixed Charges" in Appendix A to each of the Participation Agreements,
          "Capital Expenditures financed with ... Restricted Payments" means any
          and all Capital Expenditures made or projected to be made, as the case
          may be, if at the time of such Capital Expenditures or projected
          Capital Expenditures, as the case may be, MIRMA is permitted to make
          Restricted Payments pursuant to Section 6.8 of each Participation
          Agreement, after giving effect hereto. MIRMA agrees to limit the
          financings of Capital Expenditures with Restricted Payments to Capital
          Expenditures made with respect to any Facility set forth in any
          Participation Agreement and then only with respect to the
          determination of the Fixed Charge Coverage Ratio for the purposes of
          applying Section 6.8 of the Participation Agreements.

(ii)      For the avoidance of doubt, Capital Expenditures made or projected to
          be made, as the case may be, with capital contributions funded
          pursuant to the MAI Series A Preferred Shares, or any similar
          mechanisms, where the capital contribution obligation is fixed,
          payable in cash, irrevocable and owed by a party that is reasonably
          and in good faith projected to have funds available to repay such
          obligations shall be considered "Capital Expenditures financed with...
          contributions to the equity of the Facility Lessee or its
          Subsidiaries," as used in clause (ii) of the definition of "Cash Flow
          Available for Fixed Charges" in Appendix A to each Participation
          Agreement. Mirant and its affiliates, as applicable, shall covenant
          not to amend or take any action to intentionally avoid making any
          payment required to be made in respect of the MAI Series A Preferred
          Shares or related put right (or any similar mechanism).

(iii)     For the purposes of determining "Cash Flow Available for Fixed
          Charges", Consolidated EBITDA, generated and retained at MIRMA in cash
          during the pendency of the chapter 11 case and used to pay Capital
          Expenditures, may be treated by MIRMA as specifically reserved in cash
          during the period such Consolidated EBITDA was generated, and such
          Capital Expenditures may be treated as being made during such period.
          MIRMA agrees to limit this interpretation solely for the purposes of
          applying Section 6.8 of the Participation Agreements. For the purposes
          of calculating "Cash Flow Available for Fixed Charges", the amount of
          Consolidated EBITDA retained by MIRMA and reserved to pay Capital
          Expenditures is set forth in Exhibit Two.

(iv)      As used in the definition of "Consolidated EBITDA" in Appendix A to
          each of the Participation Agreements, "depreciation and amortization
          and similar non-
                                        8


          cash charges" in clause (ii) thereof means all adjustments to
          reconcile net income to net cash provided by (used in) operating
          activities as disclosed on MIRMA's cash flow statement or projected,
          as the case may be, excluding changes in operating assets and
          liabilities. Exhibit Two sets forth the determination of Consolidated
          EBITDA as of June 30, 2005.

(v)       As used in the definition of "Qualifying Credit Support" in Appendix A
          to each of the Participation Agreements, "uncollateralized" in the
          second line thereof means not secured by a lien on the assets of
          MIRMA, any Designated Subsidiary or any subsidiary of the foregoing.

(vi)      As used in subsection (B) of Section 6.8 of each of the Participation
          Agreements, the clause "the most recently ended four full Fiscal
          Quarters" in the lead in language shall be qualified by the clause
          "for which internal financial statements are available" at the end of
          that subsection. In addition, as used in the first sentence of
          subsection (D) of Section 6.8 of each Participation Agreement, "the
          Fiscal Quarter immediately preceding payment of the Restricted
          Payment" shall be such Fiscal Quarter for which internal financial
          statements are available. MIRMA will prepare such internal financial
          statements pertaining to a Fiscal Quarter as soon as is reasonably
          practicable following the end of such Fiscal Quarter.

B. INTERPRETATION OF INDENTURE PROVISIONS GOVERNING APPLICATION OF RENTS AND
                           TREATMENT OF LESSOR NOTES


MIRMA has been informed that:

     a) as a result of the bankruptcy filing by the Debtors, the Lease Indenture
        Trustee, applied rent paid by MIRMA to the Lessor Notes in accordance
        with Section 3.3 of the Indenture;

     b) as a result of the application of Section 3.3 of the Indenture by the
        Lease Indenture Trustee, some Lessor Notes were paid down in advance
        of their originally scheduled amortization, and other Lessor Notes
        received less than originally scheduled amortization;

     c) the Lease Indentures contemplate that the parties thereto be restored to
        their former positions and rights upon the emergence of MIRMA from
        bankruptcy and the assumption by MIRMA of its obligations under the
        Operative Documents, but the Indentures do not describe precisely how
        such restoration is to occur with respect to Lessor Notes.

Accordingly, the Owner Lessors, the Pass Through Trustee, the Lease Indenture
Trustee and MIRMA will agree on a methodology for the restoration of the payment
schedule of the Lessor Notes pursuant to which as of June 30, 2006, the
originally anticipated principal balances of each Owner Lessor will be restored.
The methodology will be consistent with the Operative Documents, the most
reasonable interpretation of the Lease Indentures with respect to the
aforementioned issues and fair to each direct and indirect

                                        9


holder of Lessor Notes, provided that MIRMA is not required to incur any
additional obligations other than as otherwise expressly as set forth herein

The parties will seek the Bankruptcy Court's approval of such methodology as
being consistent with the Operative Documents, the most reasonable
interpretation of the Indentures with respect to the aforementioned issues, and
fair to each direct and indirect holder of Lessor Notes.


                                       10




                                   EXHIBIT TWO


                     [TO BE FILED WITH THE BANKRUPTCY COURT]






                                  EXHIBIT THREE

I. INFORMATION TO BE PROVIDED QUARTERLY:

1)       Balance sheet, income statement and cash flow statement for MIRMA
         (unconsolidated), Chalk Point, and Potomac River prepared in
         accordance with U.S. GAAP. Statements are to reflect both quarterly
         and cumulative year-to-date amounts.

2)       A summary of capital expenditures broken down into categories
         (e.g.: environmental, maintenance, construction, other) for the MIRMA
         power plants as well as on the Facilities (i.e., the Dickerson and
         Morgantown leased assets).

3)       Operating statistics for each Facility by unit (eg, availability,
         capacity, power production {MW-hr}, heat rate, average prices per
         MW-hr).

4)       Balance sheet and Income statement for MIRMA consolidated.

The information to be provided quarterly as described above shall be provided
within 45 days after the close of the preceding quarter.

II. INFORMATION TO BE PROVIDED ANNUALLY:

1)       Projected 3-year income statement, balance sheet and cash flow
         statement for MIRMA, Chalk Point, and Potomac River.

         The projections are to summarize capital expenditures into categories
         (e.g.: environmental, maintenance, construction, other) for the MIRMA
         power plants as well as on the Facilities (ie, the Dickerson and
         Morgantown leased assets).

         The projections are to summarize the projected energy prices,
         operating statistics (eg, capacity, availability, power production)
         assumptions.

         The projections are to describe projected information on a month by
         month basis for at least the first calendar year of the three-year
         plan.

         The projection information is for supplemental purposes only and is
         not being provided as part of or in connection with the FCCR
         calculations.

2)       The projections are to be delivered to the Owner Lessors within 30 days
         of the date that they are finalized and approved by Mirant including,
         if required, approval from Mirant's Board of Directors.

This Exhibit is not intended to diminish the informational requirements
currently in the Operative Documents.


PRIVILEGED AND CONFIDENTIAL - PREPARED IN FURTHERANCE OF SETTLEMENT DISCUSSIONS
PER RULE 408 OF THE FEDERAL RULES OF EVIDENCE


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