Exhibit 3.2 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EME HOMER CITY GENERATION L.P. TABLE OF CONTENTSLimited Partnership Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Pennsylvania
RECITALSAssumption Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
Exhibit 10.16.4 AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
WITNESSETH:Participation Agreement • November 16th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Exhibit 10.18.2 AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENTSecurity Deposit Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
Exhibit 4.4 PARTICIPATION AGREEMENT (PA[1]) Dated as of December __, 2001, among EME HOMER CITY GENERATION L.P., HOMER CITY OL[1] LLC, GENERAL ELECTRIC CAPITAL CORPORATION, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL...Participation Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Exhibit 10.30 DEBT SERVICE RESERVE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENTDebt Service Reserve Letter of Credit and Reimbursement Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
andIndenture of Trust and Security Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Pennsylvania
RECITALSAssumption and Release Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
Exhibit 4.6 LEASE SUBORDINATION AGREEMENT dated as of December __, 2001Lease Subordination Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Exhibit 4.3 FACILITY LEASE AGREEMENTFacility Lease Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Pennsylvania
RECITALSIntercompany Loan Subordination Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Exhibit 4.7 PLEDGE AND COLLATERAL AGREEMENTPledge and Collateral Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
DEBT SERVICE RESERVE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT among HOMER CITY OL1 LLC, as Borrower and UNION BANK OF CALIFORNIA, N.A., as Issuing Bank and as Agent and THE BANKS PARTY HERETO FROM TIME TO TIME Dated as of April 1, 2005Debt Service Reserve Letter of Credit and Reimbursement Agreement • May 9th, 2005 • 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 April 1, 2005, is entered into by and among (1) HOMER CITY OL1 LLC, a Delaware limited liability company (the "Borrower" or "Owner Lessor"), (2) UNION BANK OF CALIFORNIA, N.A., 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) 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 (4) UNION BANK OF CALIFORNIA, N.A., as agent (in such capacity, together with its successors in such capacity, the "Agent") for the Banks, and replaces in its entirety that certain Amended and Restated Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of April 1, 2002 (as heretofore amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among
Exhibit 4.5 OWNER LESSOR SUBORDINATION AGREEMENT dated as of December __, 2001Owner Lessor Subordination Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Definitions APPENDIX A—DEFINITIONSParticipation Agreement • March 16th, 2005 • Eme Homer City Generation Lp • Cogeneration services & small power producers
WITNESSETHDesignated Account Representative Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
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...Owner Lessor 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.
Exhibit 10.31 SUB-ASSIGNMENT AGREEMENT SUB-ASSIGNMENT, dated as of December [_], 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...Sub-Assignment Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
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").
MANAGEMENT AND ADMINISTRATION AGREEMENT EME HOMER CITY GENERATION L.P.Management and Administration Agreement • May 7th, 2004 • Eme Homer City Generation Lp • 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 EME Homer City Generation L.P., a Pennsylvania limited partnership ("Homer City"), and Midwest Generation EME, LLC, a Delaware limited liability company ("Midwest Gen EME"). Each of Homer City and Midwest Gen EME is sometimes referred to herein individually as a "Party" and they are collectively designated as the "Parties".
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").
Exhibit 4.3.1 1. The Facility Lease dated as of December __, 2001 by and among EME Homer City Generation, L.P., a Pennsylvania limited partnership, as Facility Lessee and Homer City OL1, a Delaware limited liability company, as Owner Lessor. 2. The...Facility Lease • October 31st, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Exhibit 4.5.1 SCHEDULE 1. 1. The Owner Lessor Subordination Agreement dated as of December __, 2001 by and among Homer City OL1, a Delaware limited liability company, as Owner Lessor; General Electric Captial Corporation, a Delaware corporation, as...Owner Lessor Subordination Agreement • October 31st, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
HOMER CITY OL1 LLC $___________ 8.137% Series A Lessor Notes due 2019 $___________ 8.734% Series B Lessor Notes due 2026 INDENTURE OF TRUST, OPEN-END MORTGAGE AND LEASEHOLD MORTGAGE AND SECURITY AGREEMENT Dated as of December __, 2001Indenture of Trust, Open-End Mortgage and Leasehold Mortgage and Security Agreement • September 25th, 2001 • Eme Homer City Generation Lp • New York
Schedule identifying substantially identical agreements to Lease Subordination AgreementLease Subordination Agreement • March 15th, 2004 • Eme Homer City Generation Lp • Cogeneration services & small power producers
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).
Exhibit 10.30.1 Schedule identifying substantially identical agreements to Debt Service Reserve Letter of Credit and Reimbursement Agreement. 1. The Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of December __, 2001 by...Debt Service Reserve Letter of Credit and Reimbursement Agreement • December 5th, 2001 • Eme Homer City Generation Lp • Cogeneration services & small power producers
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EME HOMER CITY GENERATION L.P.Limited Partnership Agreement • April 1st, 2002 • Eme Homer City Generation Lp • 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, 2001Guarantee and Collateral Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers • New York
Schedule identifying substantially identical agreements to Lease Subordination AgreementLease Subordination Agreement • April 1st, 2002 • Eme Homer City Generation Lp • Cogeneration services & small power producers
Schedule identifying substantially identical agreements to Indenture of Trust and Security AgreementIndenture of Trust and Security Agreement • April 1st, 2002 • Eme Homer City Generation Lp • 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").
AMENDMENT NO. 1 TO EDISON MISSION HOLDINGS CO. AND SUBSIDIARIES "HOMER CITY" TAX ALLOCATION AGREEMENTTax Allocation Agreement • May 8th, 2006 • Eme Homer City Generation Lp • Cogeneration services & small power producers • Delaware
This AMENDMENT NO. 1 (this "Amendment") is made and entered into effective as of March 31, 2006, by and among Edison Mission Holdings Co., a Delaware corporation ("EMHC"), Mission Energy Westside, Inc., a Delaware corporation ("MEW"), Chestnut Ridge Energy Company, a Delaware corporation ("Chestnut Ridge"), Edison Mission Finance Co., a Delaware corporation ("FinanceCo"), Homer City Property Holdings, Inc., a Delaware corporation ("PropertyCo"), and EME Homer City Generation L.P., a Pennsylvania limited partnership ("EME Homer City") (collectively, EMHC, MEW, Chestnut Ridge, FinanceCo, PropertyCo and EME Homer City are referred to as the "Homer City Subgroup", and individually referred to as "Subgroup Members").
