Midwest Generation LLC Sample Contracts

AMENDMENT ONE TO SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • August 14th, 2001 • Midwest Generation LLC • Cogeneration services & small power producers • New York
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Midwest Generation, LLC Midwest Finance Corp.
Registration Rights Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

Midwest Generation, LLC, a Delaware limited liability company ("Midwest") and Midwest Finance Corp., a Delaware corporation ("Midwest Finance" and together with Midwest, the "Issuers"), propose to issue and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives of the several initial purchasers named on Schedule A hereto, (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated as of April 19, 2004 (the "Purchase Agreement"), $1,000,000,000 aggregate principal amount of their 8.75% Second Priority Senior Secured Notes due 2034 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated of even date herewith (the "Indenture"), among the Issuers and The Bank of New York (the "Trustee"). As an inducement to the Initial Purchasers, the Issuers agree with the Initial Purchasers, for the benefit of the holders of the Initial S

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AMENDED AND RESTATED PARTICIPATION AGREEMENT (T2) Dated as of April 1, 2014 among MIDWEST GENERATION, LLC, POWERTON TRUST II, WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee,...
Participation Agreement • April 7th, 2014 • Midwest Generation LLC • Cogeneration services & small power producers

This AMENDED AND RESTATED PARTICIPATION AGREEMENT (T1), dated as of April 1, 2014 (as may be amended, supplemented or otherwise modified from time to time, this “Participation Agreement” or this “Agreement”), among, (i) MIDWEST GENERATION, LLC, a Delaware limited liability company, as the Facility Lessee and as the Ground Lessor (herein, together with its successors and permitted assigns, called “Midwest”), (ii) POWERTON TRUST II, a Delaware statutory trust created for the benefit of Powerton Generation II, LLC, as the Facility Lessor and as the Ground Lessee (herein, together with its successors and permitted assigns, called the “Owner Lessor”), (iii) WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly provided herein, but solely as trustee under the Trust Agreement (herein in its capacity as a trustee under the Trust Agreement, together with its successors and permitted assigns, called the “Owner Trustee,” and herein in its individu

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TAX INDEMNITY AGREEMENT (T1) Dated as of August 17, 2000 between JOLIET GENERATION I, LLC,
Tax Indemnity Agreement • June 7th, 2013 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This TAX INDEMNITY AGREEMENT (T1), dated as of August 17, 2000 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions hereof, this “Tax Indemnity Agreement” or this “Agreement”), between the Owner Participant and EME.

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2007 among MIDWEST GENERATION, LLC and THE LENDERS REFERRED TO HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and THE ISSUING LENDERS REFERRED TO HEREIN...
Credit Agreement • August 9th, 2007 • Midwest Generation LLC • Cogeneration services & small power producers • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2007 among MIDWEST GENERATION, LLC, a limited liability company duly organized and validly existing under the laws of Delaware (the "Borrower"), the Continuing Lenders (as defined below), the New Lenders (as defined below), the other Lenders from time to time party hereto, the Issuing Lenders party hereto, JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrative Agent for the Lenders and the Issuing Lenders party hereto.

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FIRST AMENDMENT TO FACILITY LEASE (T2)
Facility Lease • April 7th, 2014 • Midwest Generation LLC • Cogeneration services & small power producers

THIS FIRST AMENDMENT TO FACILITY LEASE (T2) (“First Amendment”) is made and entered effective as of April 1, 2014, by and between Joliet Trust II, a Delaware statutory trust (the “Owner Lessor”), and Midwest Generation, LLC, a Delaware limited liability company (the “Facility Lessee”).

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SETTLEMENT AGREEMENT
Settlement Agreement • February 19th, 2014 • Midwest Generation LLC • Cogeneration services & small power producers • New York

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

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MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC To WILMINGTON TRUST COMPANY as Collateral Trustee
Midwest Generation LLC • May 7th, 2004 • Cogeneration services & small power producers • New York

THIS SHARED FACILITIES AGREEMENT NO. 1, dated as of August 17, 2000 is between MIDWEST GENERATION, LLC, a Delaware limited liability company (herein, together with its successors and permitted assigns, called "Midwest"), having its office at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, and JOLIET TRUST II, a Delaware business trust (herein, together with its successors and permitted assigns, called the "Owner Lessor"), having its office c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-001.

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EDISON MISSION MIDWEST HOLDINGS AND SUBSIDIARIES "MIDWEST" TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • November 14th, 2002 • Midwest Generation LLC • Cogeneration services & small power producers • Delaware

This TAX ALLOCATION AGREEMENT (this "Agreement") is made and entered into as of January 1, 2002, by and among Edison Mission Midwest Holdings Co., a Delaware corporation ("EMMH"), Midwest Generation, LLC, a Delaware limited liability company ("MWG"), and Edison Mission Overseas Co., a Delaware corporation ("EMO") (collectively, EMMH, MWG and EMO are referred to as the "Midwest Subgroup," and individually referred to as "Subgroup Members").

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SECURITY AGREEMENT between MIDWEST GENERATION, LLC and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004
Severability   15 Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
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ACCESSION AGREEMENT
Credit Agreement • March 7th, 2006 • Midwest Generation LLC • Cogeneration services & small power producers • New York

Reference is made to the Second Amended and Restated Credit Agreement dated as of December 15, 2005 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Midwest Generation, LLC, Citicorp North America, Inc., as administrative agent (the "Administrative Agent"), the various financial institutions as are, or shall from time to time become, parties thereunder, and the Issuing Lenders party thereto. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement.

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SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT
Midwest Generation LLC • May 7th, 2004 • Cogeneration services & small power producers

Each of the following agreements differ from Exhibit 4.11 only in their description of "premises", the Legal Description attached as Exhibit A and the Permitted Encumbrances attached as Exhibit B, each of which are specific to the individual properties described therein.

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MASTER PURCHASE, SALE AND SERVICES AGREEMENT
Sale and Services Agreement • March 28th, 2003 • Midwest Generation LLC • Cogeneration services & small power producers • New York

EMMT shall make such payment to MW Gen two (2) Business Days after receipt of payment from such third party buyer or seller (as the case may be).

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AMENDMENT ONE TO SUBORDINATED REVOLVING LOAN AGREEMENT AMENDMENT ONE TO SUBORDINATED REVOLVING LOAN AGREEMENT (this "AMENDMENT") dated as of May 22, 2001, (this "Amendment"), is by and between MIDWEST GENERATION, LLC, a Delaware limited liability...
Subordinated Revolving Loan Agreement • August 14th, 2001 • Midwest Generation LLC • Cogeneration services & small power producers • New York
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COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of December 15, 1999 among MIDWEST GENERATION EME LLC, EDISON MISSION MIDWEST HOLDINGS CO., EDISON MISSION OVERSEAS CO., MIDWEST GENERATION, LLC, COLLINS HOLDINGS EME, LLC, EACH OWNER LESSOR,...
Intercreditor Agreement • March 28th, 2003 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this "Intercreditor Agreement") dated as of December 15, 1999 among: (i) MIDWEST GENERATION EME LLC, a Delaware limited liability company (together with its successors and assigns, "MGE"); (ii) EDISON MISSION MIDWEST HOLDINGS CO., a Delaware corporation (together with its successors and assigns, "Holdings"); (iii) EDISON MISSION OVERSEAS CO., a Delaware limited liability company (together with its successors and assigns, "EMOC"); (iv) MIDWEST GENERATION, LLC, a Delaware limited liability company (together with its successors and assigns, "Midwest"); (v) COLLINS HOLDINGS EME, LLC, a Delaware limited liability company (together with its successors and assigns, "Collins Holdings"); (vi) COLLINS TRUST I, a Delaware business trust (together with its successor and assigns, "Owner Lessor I"); (vii) COLLINS TRUST II, a Delaware business trust (together with its successor and assigns, "Owner Lessor II"); (viii) COLLINS TRUST III, a Delaware bu

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PLEDGE AGREEMENT between EDISON MISSION MIDWEST HOLDINGS CO. and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004
Interests Pledge Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

PLEDGE AGREEMENT (this "Agreement") dated as of April 27, 2004, between EDISON MISSION MIDWEST HOLDINGS CO., a corporation organized under the laws of Delaware (the "Obligor"), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors in such capacity, the "Collateral Trustee").

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SUPPORT SERVICES AGREEMENT
Support Services Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • California

This SUPPORT SERVICES AGREEMENT ("Agreement") is made and entered into effective as of August 7, 2000. This parties to this Agreement are Midwest Generation LLC, a Delaware limited liability company ("Customer") and Midwest Generation EME, LLC, a Delaware limited liability company ("Supplier"). Each of Customer and Supplier is sometimes referred to herein individually as a "Party" and they are collectively designated as the "Parties."

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ACCESSION AGREEMENT
Credit Agreement • May 9th, 2005 • Midwest Generation LLC • Cogeneration services & small power producers • New York

Reference is made to the First Amended and Restated Credit Agreement dated as of April 18, 2005 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Midwest Generation, LLC, Citicorp North America, Inc., as administrative agent (the "Administrative Agent"), the various financial institutions as are, or shall from time to time become, parties thereunder, and the Issuing Lenders party thereto. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement.

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SUPPLEMENTAL INDENTURE
Midwest Generation LLC • August 8th, 2006 • Cogeneration services & small power producers • New York

Supplemental Indenture (this "Supplemental Indenture"), dated as of March 1, 2006, among Midwest Generation Procurement Services, LLC (the "Guarantor"), a Delaware limited liability company, Midwest Generation, LLC, a Delaware limited liability company ("Midwest") and Midwest Finance Corp., a Delaware corporation ("Midwest Finance" and, together with Midwest, the "Issuers") and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee").

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AMENDMENT ONE TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 4th, 2005 • Midwest Generation LLC • Cogeneration services & small power producers • New York

THIS AMENDMENT ONE TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated as of August 30, 2005, by and between EDISON MISSION MARKETING & TRADING, INC., a California corporation, as borrower ("Borrower"), and MIDWEST GENERATION, LLC, a Delaware limited liability company, as lender ("Lender").

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MANAGEMENT AND ADMINISTRATION AGREEMENT MIDWEST GENERATION, LLC
Management and Administration Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • Illinois

This MANAGEMENT AND ADMINISTRATION AGREEMENT ("Agreement") is made and entered into effective as of April 27, 2004. The parties to this Agreement are Midwest Generation LLC, a Delaware limited liability company ("MWG"), and Midwest Generation EME, LLC, a Delaware limited liability company ("Midwest Gen EME"). Each of MWG and Midwest Gen EME is sometimes referred to herein individually as a "Party" and they are collectively designated as the "Parties".

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AMENDMENT ONE TO THE INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 28th, 2003 • Midwest Generation LLC • Cogeneration services & small power producers • New York

AMENDMENT ONE TO THE INTERCREDITOR AGREEMENT (this "Amendment") dated as of May 9, 2000 by and among THE CHASE MANHATTAN BANK as Holdings Administrative Agent, CITIBANK, N.A. as Trust I Holder Representative, Trust II Holder Representative, Trust III Holder Representative and Trust IV Holder Representative and BAYERISCHE LANDESBANK INTERNATIONAL, S.A., as Midwest LC Issuer.

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CONSENT TO MODIFICATION AND ASSUMPTION OF POJO LEASES AND DOCUMENTS
Mortgage and Security Agreement • April 7th, 2014 • Midwest Generation LLC • Cogeneration services & small power producers

This Consent to Modification and Assumption of PoJo Leases and Documents dated April 1, 2014, is made by and between the undersigned Parties. Capitalized terms used in this agreement shall have the meanings, for purposes of this agreement only, specified in Section 1 of this agreement.

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PLEDGE AGREEMENT between MIDWEST GENERATION EME, LLC and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004
Pledge Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

PLEDGE AGREEMENT (this "Agreement") dated as of April 27, 2004, between MIDWEST GENERATION EME, LLC, a limited liability company organized under the laws of Delaware (the "Obligor"), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors in such capacity, the "Collateral Trustee").

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FIRST AMENDMENT TO FACILITY LEASE (T1)
Midwest Generation LLC • April 7th, 2014 • Cogeneration services & small power producers

THIS FIRST AMENDMENT TO FACILITY LEASE (T1) (“First Amendment”) is made and entered effective as of April 1, 2014, by and between Nesbitt Asset Recovery Series P-1 (f/k/a Powerton Trust I), a Delaware statutory trust (the “Owner Lessor”), and Midwest Generation, LLC, a Delaware limited liability company (the “Facility Lessee”).

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FIRST AMENDMENT TO FACILITY LEASE (T1)
Midwest Generation LLC • April 7th, 2014 • Cogeneration services & small power producers

THIS FIRST AMENDMENT TO FACILITY LEASE (T1) (“First Amendment”) is made and entered effective as of April 1, 2014, by and between Nesbitt Asset Recovery Series J-1 (f/k/a Joliet Trust I), a Delaware statutory trust (the “Owner Lessor”), and Midwest Generation, LLC, a Delaware limited liability company (the “Facility Lessee”).

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COLLATERAL TRUST AGREEMENT dated as of April 27, 2004 among MIDWEST GENERATION, LLC, the Pledgors from time to time party hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent under the Credit Agreement, THE BANK OF NEW YORK, as Trustee under...
Collateral Trust Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This Collateral Trust Agreement (this "Agreement") is dated as of April 27, 2004 and is by and among MIDWEST GENERATION, LLC, a limited liability company organized under the laws of Delaware (the "Borrower"), the Pledgors from time to time party hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent (as defined below), THE BANK OF NEW YORK, as Trustee (as defined below), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee (in such capacity and together with its successors in such capacity, the "Collateral Trustee").

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REVOLVING CREDIT AGREEMENT dated as of April 27, 2004 by and between EDISON MISSION MARKETING & TRADING, INC. as Borrower and MIDWEST GENERATION, LLC, as Lender
Revolving Credit Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers

This REVOLVING CREDIT AGREEMENT, dated as of April 27, 2004 (this "Agreement"), is by and between EDISON MISSION MARKETING & TRADING., INC., a California corporation, as borrower ("Borrower"), and MIDWEST GENERATION, LLC, a Delaware limited liability company, as lender ("Lender").

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FIRST AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT dated as of June 29, 2007 among MIDWEST GENERATION, LLC, the Obligors from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement, and WILMINGTON...
Collateral Trust Agreement • October 29th, 2010 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This First Amended and Restated Collateral Trust Agreement (this "Agreement") is dated as of June 29, 2007 and is by and among MIDWEST GENERATION, LLC, a limited liability company organized under the laws of Delaware (the "Borrower"), the Obligors from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined below) and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee (as defined below).

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MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC To WILMINGTON TRUST COMPANY as Collateral Trustee
Statement and Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT, dated as of April 27, 2004 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, this "Mortgage") by MIDWEST GENERATION, LLC, a Delaware limited liability company ("Mortgagor") with an address at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, is made for the benefit of WILMINGTON TRUST COMPANY, a Delaware banking corporation ("Mortgagee") with an address at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as collateral trustee under that certain Collateral Trust Agreement (the "Collateral Trust Agreement"), dated as of the date hereof, by and among Mortgagor, the Pledgors from time to time party thereto, the Administrative Agent, the Trustee and the Collateral Trustee pursuant to which Mortgagee, as trustee for the present and future holders of the Secured Obligations, h

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AMENDED AND RESTATED MASTER PURCHASE, SALE AND SERVICES AGREEMENT
Master Purchase, Sale and Services Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 1st, 2007 • Midwest Generation LLC • Cogeneration services & small power producers • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 30, 2007, by and among Midwest Generation, LLC, a Delaware limited liability company (“MWG”), Midwest Finance Corp., a Delaware corporation (“MWF” and, together with MWG, the “Issuers”) and The Bank of New York, as Trustee (the “Trustee”) to the Indenture (as defined below).

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MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC and CHICAGO TITLE LAND TRUST COMPANY To WILMINGTON TRUST COMPANY as Collateral Trustee
Statement and Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT, dated as of April 27, 2004 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, this "Mortgage") by MIDWEST GENERATION, LLC, a Delaware limited liability company ("Borrower") with an address at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, and CHICAGO TITLE LAND TRUST COMPANY, an Illinois corporation, as trustee under trust number 1106599 ("Trustee" and, together with Borrower, the "Mortgagor") with an address at 171 North Clark Street, 4th Floor, Chicago, Illinois 60601, is made for the benefit of WILMINGTON TRUST COMPANY, a Delaware banking corporation ("Mortgagee") with an address at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as collateral trustee under that certain Collateral Trust Agreement (the "Collateral Trust Agreement"), dated as of the date hereof, by

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FORBEARANCE AGREEMENT
Forbearance Agreement • December 21st, 2012 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This FORBEARANCE AGREEMENT (this “Agreement”) dated as of December 16, 2012, is made by and among EDISON MISSION ENERGY (“EME”) and MIDWEST GENERATION, LLC (“MWG” and, together with EME, the “Debtors”); NESBITT ASSET RECOVERY SERIES J-1 (f/k/a JOLIET TRUST I), as an Owner Lessor, JOLIET TRUST II, as an Owner Lessor, NESBITT ASSET RECOVERY SERIES P-1 (f/k/a POWERTON TRUST I), as an Owner Lessor, POWERTON TRUST II, as an Owner Lessor, NESBITT ASSET RECOVERY LLC, SERIES J-1 (as successor to JOLIET GENERATION I, LLC), as an Owner Participant, JOLIET GENERATION II, LLC, as an Owner Participant, NESBITT ASSET RECOVERY LLC, SERIES P-1 (as successor to POWERTON GENERATION I, LLC), as an Owner Participant, POWERTON GENERATION II, LLC, as an Owner Participant, ASSOCIATES CAPITAL INVESTMENTS, L.L.C., as an Equity Investor and NESBITT ASSET RECOVERY LLC, as an Equity Investor (collectively, the “Owner Lessor Parties”); and the holders of those certain 8.56% Series B Pass Through Trust Certificates

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SECURITY AGREEMENT between EDISON MISSION MARKETING & TRADING, INC. and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004
Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
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