EXHIBIT 10.96
EXECUTION COPY
AMENDMENT ONE
AMENDMENT ONE (this "AMENDMENT") dated as of June 23, 2000 by
and between Xxxxxxx Trust I (the "OWNER LESSOR") and Xxxxxxx Holdings EME, LLC
(the "FACILITY LESSEE").
WHEREAS, the Owner Lessor and the Facility Lessee have entered
into that certain Facility Lease Agreement (T1), dated as of December 15, 1999
(as amended, supplemented or otherwise modified from time to time and in
accordance with the provisions thereof, the "FACILITY LEASE").
WHEREAS, the Owner Lessor, the Facility Lessee, Wilmington
Trust Company, Xxxxxxx Generation I, LLC, Edison Mission Midwest Holdings Co.,
Midwest, Midwest Funding LLC, Bayerische Landesbank International S.A.,
Bayerische Landesbank Girozentrale and Citibank, N.A. have entered into that
certain Participation Agreement, dated as of December 15, 1999 (as amended,
supplemented or otherwise modified from time to time and in accordance with the
provisions thereof, the "PARTICIPATION AGREEMENT").
WHEREAS, Midwest desires to enter into the Synthetic Lease
Transaction;
WHEREAS, Midwest has requested, and the Owner Lessor and the
Facility Lessee have agreed, to amend and waive certain provisions of the
Facility Lease so as to permit the Synthetic Lease Transaction; and
WHEREAS, Midwest has requested, and the other parties to the
Participation Agreement have agreed, in that certain Amendment Two, dated as of
June 23, 2000, by and among the parties to the Participation Agreement,
("AMENDMENT TWO TO THE PARTICIPATION AGREEMENT"), to amend and waive certain
provisions of the Participation Agreement so as to permit the Synthetic Lease
Transaction;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Facility Lease are used herein (and in the
introductions and recitals hereto) as defined therein.
Section 2. AMENDMENT TO THE FACILITY LEASE. Subject to the
satisfaction of the conditions precedent specified in Section 3 below, but
effective as of the Amendment Effective Date, the Facility Lease shall be
amended as follows:
(a) SECTION 16(h) of the Facility Lease shall be amended by inserting
the following phrase immediately after the phrase "but excluding
obligations arising under the Operative Documents" in the second line
of SECTION 16(h) of the Facility Lease:
", Synthetic Lease Liabilities".
(b) SECTION 16 of the Facility Lease shall be amended by adding Section
16(u) to the Facility Lease as follows:
"(u) The Synthetic Lease Trust shall have commenced to
exercise remedies in accordance with Section 15 of the
Synthetic Lease to terminate the Synthetic Lease and repossess
any of the Synthetic Lease Assets.".
Section 3. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each
of the following conditions precedent has been satisfied:
(a) Delivery to the parties hereto of this Amendment duly executed and
delivered by each other party hereto;
(b) All conditions precedent contained in Section 4 of Amendment Two to
the Participation Agreement have been satisfied.
Section 4. MISCELLANEOUS. Except as expressly amended hereby,
all of the terms and provisions of the Facility Lease are and shall
remain in full force and effect. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute
one and the same instrument and any of the parties hereto may execute
this Amendment by
2
signing any such counterpart. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective officers thereunto duly authorized.
XXXXXXX HOLDINGS EME, LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Date: July 10, 2000
XXXXXXX TRUST I
By: Wilmington Trust Company,
not in its individual capacity but solely
as Owner Trustee
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Date: July 10, 2000
