Midwest Generation, LLC Midwest Finance Corp.Registration Rights Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
Midwest Generation, LLC, a Delaware limited liability company ("Midwest") and Midwest Finance Corp., a Delaware corporation ("Midwest Finance" and together with Midwest, the "Issuers"), propose to issue and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives of the several initial purchasers named on Schedule A hereto, (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement, dated as of April 19, 2004 (the "Purchase Agreement"), $1,000,000,000 aggregate principal amount of their 8.75% Second Priority Senior Secured Notes due 2034 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated of even date herewith (the "Indenture"), among the Issuers and The Bank of New York (the "Trustee"). As an inducement to the Initial Purchasers, the Issuers agree with the Initial Purchasers, for the benefit of the holders of the Initial S
CREDIT AGREEMENT dated as of April 27, 2004 among MIDWEST GENERATION, LLC and THE LENDERS REFERRED TO HEREIN and CITICORP NORTH AMERICA, INC., as Administrative Agent for the Lenders and THE ISSUING LENDERS REFERRED TO HEREIN CITIGROUP GLOBAL MARKETS...Credit Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
CREDIT AGREEMENT dated as of April 27, 2004 among MIDWEST GENERATION, LLC, a limited liability company duly organized and validly existing under the laws of Delaware (the "Borrower"), the Lenders party hereto, the Issuing Lenders party hereto, CITICORP NORTH AMERICA, INC. ("CNAI"), as Administrative Agent for the Lenders and the Issuing Lenders party hereto.
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC To WILMINGTON TRUST COMPANY as Collateral TrusteeMidwest Generation LLC • May 7th, 2004 • Cogeneration services & small power producers • New York
THIS SHARED FACILITIES AGREEMENT NO. 1, dated as of August 17, 2000 is between MIDWEST GENERATION, LLC, a Delaware limited liability company (herein, together with its successors and permitted assigns, called "Midwest"), having its office at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, and JOLIET TRUST II, a Delaware business trust (herein, together with its successors and permitted assigns, called the "Owner Lessor"), having its office c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-001.
SECURITY AGREEMENT between MIDWEST GENERATION, LLC and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004Severability 15 Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
SCHEDULE IDENTIFYING SUBSTANTIALLY IDENTICAL AGREEMENTS TO MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENTMidwest Generation LLC • May 7th, 2004 • Cogeneration services & small power producers
Each of the following agreements differ from Exhibit 4.11 only in their description of "premises", the Legal Description attached as Exhibit A and the Permitted Encumbrances attached as Exhibit B, each of which are specific to the individual properties described therein.
PLEDGE AGREEMENT between EDISON MISSION MIDWEST HOLDINGS CO. and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004Interests Pledge Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
PLEDGE AGREEMENT (this "Agreement") dated as of April 27, 2004, between EDISON MISSION MIDWEST HOLDINGS CO., a corporation organized under the laws of Delaware (the "Obligor"), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors in such capacity, the "Collateral Trustee").
SUPPORT SERVICES AGREEMENTSupport Services Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • California
This SUPPORT SERVICES AGREEMENT ("Agreement") is made and entered into effective as of August 7, 2000. This parties to this Agreement are Midwest Generation LLC, a Delaware limited liability company ("Customer") and Midwest Generation EME, LLC, a Delaware limited liability company ("Supplier"). Each of Customer and Supplier is sometimes referred to herein individually as a "Party" and they are collectively designated as the "Parties."
MANAGEMENT AND ADMINISTRATION AGREEMENT MIDWEST GENERATION, LLCManagement and Administration Agreement • May 7th, 2004 • Midwest Generation LLC • 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 Midwest Generation LLC, a Delaware limited liability company ("MWG"), and Midwest Generation EME, LLC, a Delaware limited liability company ("Midwest Gen EME"). Each of MWG and Midwest Gen EME is sometimes referred to herein individually as a "Party" and they are collectively designated as the "Parties".
PLEDGE AGREEMENT between MIDWEST GENERATION EME, LLC and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004Pledge Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
PLEDGE AGREEMENT (this "Agreement") dated as of April 27, 2004, between MIDWEST GENERATION EME, LLC, a limited liability company organized under the laws of Delaware (the "Obligor"), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors in such capacity, the "Collateral Trustee").
COLLATERAL TRUST AGREEMENT dated as of April 27, 2004 among MIDWEST GENERATION, LLC, the Pledgors from time to time party hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent under the Credit Agreement, THE BANK OF NEW YORK, as Trustee under...Collateral Trust Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
This Collateral Trust Agreement (this "Agreement") is dated as of April 27, 2004 and is by and among MIDWEST GENERATION, LLC, a limited liability company organized under the laws of Delaware (the "Borrower"), the Pledgors from time to time party hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent (as defined below), THE BANK OF NEW YORK, as Trustee (as defined below), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of Delaware, as Collateral Trustee (in such capacity and together with its successors in such capacity, the "Collateral Trustee").
REVOLVING CREDIT AGREEMENT dated as of April 27, 2004 by and between EDISON MISSION MARKETING & TRADING, INC. as Borrower and MIDWEST GENERATION, LLC, as LenderRevolving Credit Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers
This REVOLVING CREDIT AGREEMENT, dated as of April 27, 2004 (this "Agreement"), is by and between EDISON MISSION MARKETING & TRADING., INC., a California corporation, as borrower ("Borrower"), and MIDWEST GENERATION, LLC, a Delaware limited liability company, as lender ("Lender").
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC To WILMINGTON TRUST COMPANY as Collateral TrusteeStatement and Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
This MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT, dated as of April 27, 2004 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, this "Mortgage") by MIDWEST GENERATION, LLC, a Delaware limited liability company ("Mortgagor") with an address at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, is made for the benefit of WILMINGTON TRUST COMPANY, a Delaware banking corporation ("Mortgagee") with an address at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as collateral trustee under that certain Collateral Trust Agreement (the "Collateral Trust Agreement"), dated as of the date hereof, by and among Mortgagor, the Pledgors from time to time party thereto, the Administrative Agent, the Trustee and the Collateral Trustee pursuant to which Mortgagee, as trustee for the present and future holders of the Secured Obligations, h
AMENDED AND RESTATED MASTER PURCHASE, SALE AND SERVICES AGREEMENTMaster Purchase, Sale and Services Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT From MIDWEST GENERATION, LLC and CHICAGO TITLE LAND TRUST COMPANY To WILMINGTON TRUST COMPANY as Collateral TrusteeStatement and Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
This MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, FINANCING STATEMENT AND SECURITY AGREEMENT, dated as of April 27, 2004 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, this "Mortgage") by MIDWEST GENERATION, LLC, a Delaware limited liability company ("Borrower") with an address at One Financial Place, 440 South LaSalle Street, Suite 3500, Chicago, Illinois 60605, and CHICAGO TITLE LAND TRUST COMPANY, an Illinois corporation, as trustee under trust number 1106599 ("Trustee" and, together with Borrower, the "Mortgagor") with an address at 171 North Clark Street, 4th Floor, Chicago, Illinois 60601, is made for the benefit of WILMINGTON TRUST COMPANY, a Delaware banking corporation ("Mortgagee") with an address at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as collateral trustee under that certain Collateral Trust Agreement (the "Collateral Trust Agreement"), dated as of the date hereof, by
SECURITY AGREEMENT between EDISON MISSION MARKETING & TRADING, INC. and WILMINGTON TRUST COMPANY, as Collateral Trustee Dated as of April 27, 2004Security Agreement • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
MIDWEST GENERATION, LLC AND MIDWEST FINANCE CORP., as Issuers, SECOND PRIORITY SENIOR SECURED NOTES DUE 2034Indenture • May 7th, 2004 • Midwest Generation LLC • Cogeneration services & small power producers • New York
INDENTURE, dated as of April 27, 2004, among Midwest Generation, LLC, a Delaware limited liability company ("Midwest"), Midwest Finance Corp., a Delaware corporation ("Midwest Finance" and, together with Midwest, the "Issuers") and The Bank of New York, as Trustee.
