EXHIBIT 4.E.1
SECOND AMENDMENT TO EAST COAST POWER HOLDING COMPANY
SECURITY AGREEMENT
This SECOND AMENDMENT TO SECURITY AGREEMENT (this "AMENDMENT"),
effective as of November 16, 2000, made by EAST COAST POWER HOLDING COMPANY
L.L.C., a Delaware limited liability company (the "GRANTOR"), to THE BANK OF NEW
YORK, a New York banking corporation, in its capacity as trustee (the "TRUSTEE")
for the holders from time to time (the "HOLDERS") of the Notes (as defined in
the Indenture dated as of April 20, 1999 by and among East Coast Power L.L.C., a
Delaware limited liability company (the "Company") and Trustee (the
"INDENTURE")), issued by the Company under the Indenture.
PRELIMINARY STATEMENTS
WHEREAS, on April 20, 1999, the Trustee and the Company entered into
that certain Indenture, pursuant to which the Company issued certain promissory
notes in the aggregate principal amount of $850,000,000 (the "NOTES").
WHEREAS, as a condition precedent to the initial purchase of the Notes,
the Trustee required that the Grantor and Trustee enter into that certain
Security Agreement dated as of April 20, 1999, as amended by that certain First
Amendment to Security Agreement dated as of August 13, 1999 (as amended, the
"SECURITY AGREEMENT").
WHEREAS, pursuant to that certain Contribution Agreement dated as of
August 2, 1999 by and between Grantor, ECT Merchant Investments Corp., a
Delaware corporation, Enron Capital Management II Limited Partnership, a
Delaware limited partnership, Enron Capital Management III Limited Partnership,
a Delaware limited partnership, Joint Energy Development Investments II Limited
Partnership, a Delaware limited partnership, Mesquite Investors, L.L.C., a
Delaware limited liability company, and the California Public Employees'
Retirement System, a unit of the State and Consumer Services Agency of the State
of California, Grantor has agreed to acquire certain membership interests in the
Company that are the subject of the Security Agreement.
WHEREAS, the Grantor and the Trustee have agreed to amend the Security
Agreement to change the description of the membership interests which are the
subject of the Security Agreement.
NOW THEREFORE, in consideration of the premises and conditions set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Grantor and Trustee agree as
follows:
SECTION 1. Amendments. Schedule I of the Security Agreement is amended
by deleting the current Schedule I and inserting in its place the following:
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SCHEDULE I
EQUITY INTERESTS
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ISSUER TYPE OF INTEREST PERCENTAGE OF OUTSTANDING EQUITY
INTEREST
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East Coast Power L.L.C. Class A Limited Liability 51% of Class A Limited Liability
Company Membership Company Membership Interests
Interest
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East Coast Power L.L.C. Class B Limited Liability 51% of Class B Limited Liability
Company Membership Company Membership Interests
Interest
==========================================================================================
SECTION 2. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 3. Governing Law; Entire Agreement. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York. This Amendment constitutes the entire understanding among the Grantor, the
Trustee and the Holders of the Notes with respect to the subject matter hereof
and supercedes any prior agreements, written or oral, with respect thereto.
[SIGNATURES BEGIN ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first written.
EAST COAST POWER HOLDING COMPANY
L.L.C.
By: Joint Energy Development Investments II
Limited Partnership, its Sole Member
By: Enron Capital Management II Limited
Partnership, its General Partner
By: Enron Capital II Corp., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
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