EXHIBIT 4.1.4
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of [ ], 2001 (this "Agree
ment"), made by Xxxxx City OL1 LLC, Xxxxx City OL2 LLC, Xxxxx City OL3 LLC,
Xxxxx City OL4 LLC, Xxxxx City OL5 LLC, Xxxxx City OL6 LLC, Xxxxx City OL7 LLC
and Xxxxx City OL8 LLC (each, an "Owner Lessor" and collectively, the "Owner
Lessors"), the Bank of New York, as successors to United States Trust Company
(the "Bondholder Trustee") and Xxxxx City Funding LLC ("Xxxxx City Funding").
RECITALS
WHEREAS, Xxxxx City Funding is a Delaware limited liability
company and special purpose funding vehicle created for the purpose of engaging
in the sale-leaseback transaction (the "Sale-Leaseback Transaction") involving
certain facilities (the "Facilities") owned by EME Homer City Generation L.P.
("EME Homer City").
WHEREAS, Edison Mission Holdings Co. ("Holdings") entered into
the Indenture, dated as of May 27, 0000, xxxxxxx Xxxxxxxx xxx xxx Xxxxxx Xxxxxx
Trust Company of New York (as amended from time to time, the "Indenture")
pursuant to which Holdings issued 8.137% Senior Secured Bonds due 2019 and
8.734% Senior Secured Bonds due 2026 which it subsequently exchanged for a like
amount of substantially similar bonds that had been registered under the
Securities Act of 1933 (collectively, the "Bonds").
WHEREAS, the direct and indirect subsidiaries of Holdings,
includ ing EME Homer City (collectively, the "Subsidiary Guarantors") entered
into the Guarantee and Collateral Agreement, dated as of March 18, 1999, among
Holdings, each Subsidiary Guarantor and the United States Trust Company of New
York (as amended from time to time, the "Guarantee and Collateral Agreement")
pursuant to which each Subsidiary Guarantor unconditionally guarantees the
obligations of Holdings under the Indenture and the Bonds.
WHEREAS, in connection with the Sale-Leaseback Transaction,
Holdings and each Subsidiary Guarantor were released from all their respective
obligations under the Indenture, the Guarantee and Collateral Agreement and the
related Bonds.
WHEREAS, pursuant to the Bills of Sale and Participation
Agree ments, and in partial consideration for the sale of the Facilities,
each Owner Lessor expressly assumed, on a several basis, a pro rata portion
of all the obligations of EME Homer City under the Indenture and the related
Bonds.
WHEREAS, Xxxxx City Funding desires to expressly assume all
obligations of the Owner Lessors under the Indenture and the related Bonds in
consideration for the issuance to Xxxxx City Funding by the Owner Lessors of
notes in an aggregate principal amount of $[ ].
NOW THEREFORE, for and in consideration of the mutual promises
and covenants set forth herein:
1. ASSUMPTION. Xxxxx City Funding hereby
unconditionally and irrevocably assumes all obligations of each Owner Lessor
under the Indenture and the related Bonds. Each Owner Lessor is released from
its obligations under the Indenture and the related Bonds.
2. ACCEPTANCE. Each Owner Lessor hereby accepts this
assump tion of all its respective obligations under the Indenture and the
related Bonds.
3. ACKNOWLEDGMENT. The Bond Indenture Trustee
acknowledges that, as a consequence of the assignment and assumption
contained herein, no Owner Lessor has any liability under the Bonds and the
Bond Indenture Trustee agrees, and by its acceptance, each holder of a bond
agrees, that it will not look to the Owner Lessor for payments of any amounts
owed in respect of the Bonds.
4. BINDING OBLIGATION. Each Owner Lessor and Xxxxx
City Funding hereby represents that the obligations under the Indenture and the
related Bonds constitute its legal, valid and binding obligation, enforceable in
accordance with its terms.
5. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and be binding upon each Owner Lessor and Xxxxx City Funding
and their respective heirs, successors and assigns as permitted under the
Indenture.
6. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
7. GOVERNING LAW. This Agreement shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York.
2
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the date first written above.
XXXXX CITY OL1 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL2 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL3 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL4, LLC
By:
---------------------------------
Name:
Title:
3
XXXXX CITY OL5 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL6 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL7 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY OL8 LLC
By:
---------------------------------
Name:
Title:
XXXXX CITY FUNDING LLC
By:
---------------------------------
Name:
Title:
BANK OF NEW YORK
as successor to
UNITED STATES TRUST COMPANY
By:
---------------------------------
Name:
Title:
4
