RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 3rd, 2014 • New York
This Restructuring Support Agreement (together with the exhibits and schedules attached hereto (collectively, the “Exhibits and Schedules”), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 15, 2014, is entered into by and among: (i) MACH Gen, LLC (the “Company”) and its subsidiaries MACH Gen GP, LLC, Millennium Power Partners, L.P., New Athens Generating Company, LLC, and New Harquahala Generating Company, LLC (such subsidiaries and the Company, each a “MACH Gen Entity” and, collectively, the “MACH Gen Entities”), (ii) the holders of Equity Interests (as defined herein) that are (and any holder that may become in accordance with Section 14 hereof) signatories hereto (collectively, the “Consenting Equity Holders”), (iii) the holders of the First Lien Claims1 that are (and any holder that may become in accordance with Section 14 hereof) signatories hereto (collectively, the