DEBT SERVICE RESERVE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT among HOMER CITY OL1 LLC, as Borrower and WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH as Issuing Bank and as Agent and THE BANKS NAMED HEREIN Dated as of December 7, 2001And Reimbursement Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
This Debt Service Reserve Letter of Credit and Reimbursement Agreement (this "Agreement"), dated as of December 7, 2001, is entered into by and among (1) HOMER CITY OL1 LLC, a Delaware limited liability company (the "Borrower"), (2) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as the issuer of the Debt Service Reserve Letter of Credit referred to herein (in such capacity, the "Issuing Bank") and as a Bank (as defined below), (3) CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as a Bank (as defined below), (4) each bank or other entity that is, or becomes pursuant to Section 9.9, a party hereto (individually, a "Bank" and collectively, the "Banks") and (5) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as agent (in such capacity, together with its successors in such capacity, the "Agent") for the Banks.
PLEDGE AND COLLATERAL AGREEMENT made by EDISON MISSION HOLDINGS CO., in favor of THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent Dated as of December 7, 2001Pledge and Collateral Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
PLEDGE AND COLLATERAL AGREEMENT, dated as of December 7, 2001, made by EDISON MISSION HOLDINGS CO., a California corporation ("Edison Mission Holdings," the "Pledgor") in favor of The Bank of New York, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent for the Secured Parties (as defined below) (in such capacity, the "Collateral Agent").
OWNER LESSOR SUBORDINATION AGREEMENT dated as of December 7, 2001 by and among HOMER CITY OL1 LLC, as the Owner Lessor, GENERAL ELECTRIC CAPITAL CORPORATION, as the Owner Participant, AND THE BANK OF NEW YORK, as successor to UNITED STATES TRUST...Subordination Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
This OWNER LESSOR SUBORDINATION AGREEMENT, dated as of December 7, 2001 (this "Agreement"), is by and among HOMER CITY OL1 LLC, as the Owner Lessor under the Facility Lease referred to below (the "Owner Lessor"), GENERAL ELECTRIC CAPITAL CORPORATION, as the Owner Participant under the Participation Agreement referred to below (the "Owner Participant"), and THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY, not in its individual capacity but solely as the Lease Indenture Trustee under the Lease Indenture.
ASSUMPTION AND RELEASE AGREEMENTAssumption and Release Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
ASSUMPTION AND RELEASE AGREEMENT, dated as of December 7, 2001 (this "Agreement"), made by Edison Mission Holdings Co., a California corporation ("Holdings"), Edison Mission Finance Co., a California corporation ("FinanceCo"), The Bank of New York, as successor in interest to United States Trust Company of New York, as Bondholder Trustee under the Indenture (as defined below), The Bank of New York, as successor in interest to United States Trust Company of New York, as Collateral Agent under the Guarantee and Collateral Agreement (as defined below) and EME Homer City Generation L.P., a Pennsylvania limited partnership ("EME Homer City").
ASSIGNMENT AGREEMENTAssignment Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
ASSIGNMENT, dated as of December 7, 2001, between THE BANK OF NEW YORK (as successor to United States Trust Company), not in its individual capacity but solely as Collateral Agent for the Owner Lessors (as defined below), as assignee ("Collateral Agent"); EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership, as assignor ("Homer City"); EDISON MISSION MARKETING & TRADING, INC., a California corporation ("EMMT"), as consenting party; EDISON MISSION ENERGY FUEL SERVICES, INC., a California corporation as consenting party ("EMEFS", and together with EMMT, the "Consenting Parties").
LEASE SUBORDINATION AGREEMENT dated as of December 7, 2001 by and among HOMER CITY OL1 LLC, as the Owner Lessor, GE CAPITAL CORPORATION, as the Owner Participant, EME HOMER CITY GENERATION L.P., as the Facility Lessee AND THE BANK OF NEW YORK as...Lease Subordination Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
This LEASE SUBORDINATION AGREEMENT, dated as of December 7, 2001 (this "Agreement"), is by and among HOMER CITY OL1 LLC, as the Owner Lessor under the Facility Lease referred to below, GE CAPITAL OWNER PARTICIPANT, as the Owner Participant under the Participation Agreement referred to below, EME HOMER CITY GENERATION L.P., as the Facility Lessee under the Facility Lease referred to below and THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, not in its individual capacity but solely as the Security Agent under the Lease Indenture (as defined in the Participation Agreement referred to below).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EME HOMER CITY GENERATION L.P.Eme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers • Pennsylvania
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, is dated as of December 7, 2001, and is entered into by and among MISSION ENERGY WESTSIDE, INC., a California corporation ("Mission"), as general partner, and CHESTNUT RIDGE ENERGY COMPANY, a California corporation ("Chestnut Ridge"), as a limited partner.
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by EME HOMER CITY GENERATION L.P. in favor of THE BANK OF NEW YORK as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent Dated as of December 7, 2001Participation Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
Schedule identifying substantially identical agreements to Lease Subordination AgreementEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers
Schedule identifying substantially identical agreements to Indenture of Trust and Security AgreementEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers
FACILITY LEASE AGREEMENT (OL1) Dated as of December 7, 2001 between HOMER CITY OL1 LLC, as Owner Lessor and EME HOMER CITY GENERATION L.P. as Facility Lessee HOMER CITY GENERATING STATION 1,884 Megawatt (net), Coal-Fired Electric Generation Power...Facility Lease Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Pennsylvania
This FACILITY LEASE AGREEMENT, dated as of December 7, 2001 (as amended, supplemented or otherwise modified from time to time and in accordance with the provisions hereof, this "Facility Lease"), between HOMER CITY OL1 LLC, a Delaware limited liability company (together with its successors and permitted assigns, the "Owner Lessor") created for the benefit of General Electric Capital Corporation, a Delaware corporation (together with its successors and permitted assigns, the "Owner Participant"), and EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership (together with its successors assigns, the "Facility Lessee" or "Homer City").
THIS MORTGAGE CONSTITUTES A FIXTURE FILING UNDER THE PENNSYLVANIA UNIFORM COMMERCIAL CODEEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers • Pennsylvania
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS (this "Mortgage"), dated as of December 7, 2001, is made by and between HOMER CITY OL1 LLC, a Delaware limited liability company ("Owner Lessor"), whose address is Wells Fargo Bank Minnesota, N.A., Corporate Trust Services, MAC; N2691-090, 213 Court Street, Middletown, CT 06457, as mortgagor, and THE BANK OF NEW YORK as Security Agent for the Lease Indenture Secured Parties as defined below (the "Security Agent").
Schedule identifying substantially identical agreements to Participation AgreementParticipation Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENTIntercompany Loan Subordination Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT (this "Agreement"), dated as of December 7, 2001, among (i) EDISON MISSION HOLDINGS CO., a California corporation ("EME Holdings"), (ii) EDISON MISSION FINANCE CO., a California corporation ("Edison Mission Finance"), (iii) HOMER CITY PROPERTY HOLDINGS, INC., a California corporation ("Homer City Holdings"), (iv) CHESTNUT RIDGE ENERGY CO., a California corporation ("Chestnut Ridge"), (v) MISSION ENERGY WESTSIDE, INC., a California corporation ("MEW"), (vi) EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership ("Homer City" or the "Facility Lessee" and, together with EME Holdings, Edison Mission Finance, Homer City Holdings, Chestnut Ridge and MEW, the "Loan Parties"), and (vii) THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as collateral agent for the holders of the Initial Lessor Notes (as such term is defined in the Participation Agreement) (in such capacity, the "Collateral Ag
ASSUMPTION AGREEMENTAssumption Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
ASSUMPTION AGREEMENT, dated as of December 7, 2001 (this "Agreement"), made by EME Homer City Generation, L.P. ("Homer City" or "EME Homer City"), Homer City OL1 LLC, Homer City OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer City OL6 LLC, Homer City OL7 LLC and Homer City OL8 LLC (each, an "Owner Lessor" and collectively, the "Owner Lessors"), The Bank of New York, as successor to United States Trust Company of New York (the "Bondholder Trustee") and Homer City Funding LLC ("Homer City Funding").
HOMER CITY OL1 LLC $90,000,000 8.137% Series A Lessor Notes due 2019 $159,000,000 8.734% Series B Lessor Notes due 2026 INDENTURE OF TRUST AND SECURITY AGREEMENT Dated as of December 7, 2001 THE BANK OF NEW YORK, as Lease Indenture Trustee and THE...Trust and Security Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Pennsylvania
This INDENTURE OF TRUST AND SECURITY AGREEMENT (LI1) (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Lease Indenture"), dated as of December 7, 2001, among Homer City OL1 LLC, a Delaware limited liability company created for the benefit of the Owner Participant referred to below, as grantor (the "Owner Lessor" or the "Mortgagor"), The Bank of New York, as grantee and as successor in interest to United States Trust Company of New York (the "Lease Indenture Trustee" or the "Mortgagee") and The Bank of New York, as Security Agent (the "Security Agent").
DESIGNATED ACCOUNT REPRESENTATIVE AGREEMENT Relating to the Acid Rain ProgramDesignated Account Representative Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
This DESIGNATED ACCOUNT REPRESENTATIVE AGREEMENT ("Agreement") is entered into as of December 7, 2001, by and between EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership ("EMEHC"), and Homer City OL1 LLC, a Delaware limited liability company, Homer City OL2 LLC, a Delaware limited liability company, Homer City OL3 LLC, a Delaware limited liability company, Homer City OL4 LLC, a Delaware limited liability company, Homer City OL5 LLC, a Delaware limited liability company, Homer City OL6 LLC, a Delaware limited liability company, Homer City OL7 LLC, a Delaware limited liability company, and Homer City OL8 LLC, a Delaware limited liability company (together, the "Owner Lessors").
QuickLinks -- Click here to rapidly navigate through this documentEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers
Schedule identifying substantially identical agreements to Debt Service Reserve Letter of Credit and Reimbursement Agreement.
SUB-ASSIGNMENT AGREEMENTSub-Assignment Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
SUB-ASSIGNMENT, dated as of December 7, 2001, between THE BANK OF NEW YORK (as successor to United States Trust Company), not in its individual capacity but solely as Collateral Agent for the Owner Lessors (as defined below), as assignee ("Collateral Agent"); EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership, as assignor ("Homer City"); EDISON MISSION MARKETING & TRADING, INC., a California corporation ("EMMT"), as consenting party; and EDISON MISSION ENERGY FUEL SERVICES, INC., a California corporation as consenting party; ("EMEFS", and together with EMMT, the "Consenting Parties").
Schedule identifying substantially identical agreements to Facility Lease AgreementEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers
Schedule identifying substantially identical agreements to Owner Lessor Subordination AgreementEme Homer City Generation Lp • April 1st, 2002 • Cogeneration services & small power producers
PARTICIPATION AGREEMENT (OL1) Dated as of December 7, 2001, among EME HOMER CITY GENERATION L.P., HOMER CITY OL1 LLC, GENERAL ELECTRIC CAPITAL CORPORATION, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as...Participation Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
DESIGNATED ACCOUNT REPRESENTATIVE AGREEMENT Relating to the NOx Allowance ProgramDesignated Account Representative Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
This DESIGNATED ACCOUNT REPRESENTATIVE AGREEMENT ("Agreement") is entered into as of December 7, 2001, by and between EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership ("EMEHC"), and Homer City OL1 LLC, a Delaware limited liability company, Homer City OL2 LLC, a Delaware limited liability company, Homer City OL3 LLC, a Delaware limited liability company, Homer City OL4 LLC, a Delaware limited liability company, Homer City OL5 LLC, a Delaware limited liability company, Homer City OL6 LLC, a Delaware limited liability company, Homer City OL7 LLC, a Delaware limited liability company, and Homer City OL8 LLC, a Delaware limited liability company (together, the "Owner Lessors").
AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT between EME HOMER CITY GENERATION L.P. and THE BANK OF NEW YORK as Collateral AgentSecurity Deposit Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT, dated as of December 7, 2001 (this "Agreement"), between EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership ("EME Homer City" or the "Facility Lessee"), and THE BANK OF NEW YORK, as collateral agent for the Secured Parties (as defined below) (in such capacity, the "Collateral Agent") and THE BANK OF NEW YORK, in its capacity as a "securities intermediary" as defined in Section 8-102 of the New York UCC (in such capacity, the "Securities Intermediary")
