-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LsXBhTs8Ne7xumC/WcxgrWWSapm4xltPWPcpqtiD1l9ESztdz1RoqjhVimITXqBE 9kIWGSVda8gGN1BP/KRJRw== /in/edgar/work/20000626/0000912057-00-029627/0000912057-00-029627.txt : 20000920 0000912057-00-029627.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029627 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON MISSION HOLDINGS CO CENTRAL INDEX KEY: 0001099532 STANDARD INDUSTRIAL CLASSIFICATION: [4991 ] IRS NUMBER: 330826940 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047 FILM NUMBER: 660312 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON MISSION ENERGY CENTRAL INDEX KEY: 0000930835 STANDARD INDUSTRIAL CLASSIFICATION: [4991 ] IRS NUMBER: 954031807 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-01 FILM NUMBER: 660313 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: MISSION ENERGY CO DATE OF NAME CHANGE: 19941003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMER CITY PROPERTY HOLDINGS INC CENTRAL INDEX KEY: 0001099533 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330851685 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-02 FILM NUMBER: 660314 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EME HOMER CITY GENERATION LP CENTRAL INDEX KEY: 0001099534 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330826938 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-03 FILM NUMBER: 660315 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESTNUT RIDGE ENERGY CO CENTRAL INDEX KEY: 0001099535 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330826590 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-04 FILM NUMBER: 660316 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION ENERGY WESTSIDE INC CENTRAL INDEX KEY: 0001099536 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330550657 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-05 FILM NUMBER: 660317 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON MISSION FINANCE CO CENTRAL INDEX KEY: 0001099537 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330839202 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-92047-06 FILM NUMBER: 660318 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVENUE STREET 2: SUITE 1700 CITY: IRVINE STATE: CA ZIP: 92612 S-4/A 1 s-4a.txt S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000 REGISTRATION NO. 333-92047 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 6 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ EDISON MISSION HOLDINGS CO. (Exact name of Registrant as specified in its charter) CALIFORNIA 4991 33-0826940 (State or other jurisdiction (Primary Standard (I.R.S. Employer of Industrial Identification No.) incorporation or organization) Classification Code Number)
------------------------ 18101 VON KARMAN AVENUE, SUITE 1700 IRVINE, CALIFORNIA 92612 (949) 752-5588 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ SEE TABLE OF ADDITIONAL REGISTRANTS ------------------------ STEVEN D. EISENBERG, ESQ. EDISON MISSION HOLDINGS CO. 18101 VON KARMAN AVENUE, SUITE 1700 IRVINE, CALIFORNIA 92612 (949) 752-5588 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPY TO: ROBERT M. CHILSTROM, ESQ. HAROLD F. MOORE, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK, NEW YORK 10036 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. ------------------------ If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /______ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /______ ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
PRIMARY STANDARD STATE OF INCORPORATION INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER NAME OR ORGANIZATION CODE NUMBER IDENTIFICATION NUMBER - ---- ---------------------- ------------------------- --------------------- Edison Mission Finance Co............................ California 4991 33-0839202 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588 Homer City Property Holdings, Inc.................... California 4991 33-0851685 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588 Mission Energy Westside, Inc......................... California 4991 33-0550657 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588 Chestnut Ridge Energy Company........................ California 4991 33-0826590 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588 EME Homer City Generation L.P........................ Pennsylvania 4991 33-0826938 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588 Edison Mission Energy................................ California 4991 95-4031807 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612 (949) 752-5588
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS I. EDISON MISSION HOLDINGS, EDISON MISSION FINANCE CO., HOMER CITY PROPERTY HOLDINGS, INC., MISSION ENERGY WESTSIDE, INC., CHESTNUT RIDGE ENERGY COMPANY AND EDISON MISSION ENERGY. Edison Mission Holdings, Edison Mission Finance Co., Homer City Property Holdings, Inc., Mission Energy Westside, Inc. and Chestnut Ridge Energy Company, is each a California corporation. Article VI of each of Edison Mission Holdings, Edison Mission Finance Co.'s, Homer City Property Holdings, Inc.'s, Mission Energy Westside, Inc.'s, Chestnut Ridge Energy Company's and Edison Mission Energy's respective Bylaws provide, in effect, that, to the extent and under the circumstances permitted by Section 317 of the California Corporations Code, each such company shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding of the type described in that section by reason of the fact that he or she is or was a director of officer of the applicable company. Section 317 of the California Corporations Code empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than in certain actions by or in the right of the corporation as described below, by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation that was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation, against expenses,including attorneys' fees, judgments, fines, settlements and other amounts actually or reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of his or her duty to the corporation and its shareholders unless and only to the extent that the court in which such action or suit is or was pending shall determine that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper. Section 317 further provides that to the extent that such director, officer, employee or agent of a corporation has been successful on the merits in defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses,including attorneys' fees, actually and reasonably incurred by him or her in connection therewith. Article V of each of the Edison Mission Holdings', Edison Mission Finance Co.'s, Homer City Property Holdings, Inc.'s, Mission Energy Westside, Inc.'s, and Chestnut Ridge Energy Company's respective Articles of Incorporation and Article IV of Edison Mission Energy's Articles of Incorporation relieve their respective directors from monetary damages to their respective companies or their respective shareholders for any breach of such director's fiduciary duty as a director to the extent permitted by the California Corporations Code. Under Section 204(a)(10) of the California Corporations Code, a corporation may relieve its directors from personal liability to such corporation or its shareholders for monetary damages for any breach of their fiduciary duty as directors except (i) for acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was unaware, or should have been aware, in the II-1 ordinary course of performing his or her duties, of a risk of serious injury to the corporation or its shareholders, (ii) for any act or omission not in good faith or that a director believes to be contrary to the best interests of the corporation or its shareholders, (iii) for any intentional misconduct or knowing and culpable violation of law, (iv) for any willful or negligent violation of certain provisions of the California Corporations Code imposing certain requirements with respect to the making of loans or guarantees and the payment of dividends, (v) for any transaction from which the director derived an improper personal benefit or (vi) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders. II. EME HOMER CITY GENERATION L.P. EME Homer City Generation L.P. (the "Partnership") is a limited partnership organized under the laws of the State of Pennsylvania. Section 8510 of the Pennsylvania Revised Uniform Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are described in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever; if, however, such indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 8.7 of the Partnership's Agreement of Limited Partnership (the "Agreement") provides that the General Partner, as defined in the Agreement, will not be liable to the Partnership or the Limited Partners, as defined in the Agreement, for any act or omission by the General Partner under to the authority granted to it by the Agreement, except by reason of fraud, bad faith, willful misfeasance, gross negligence or any act in breach of the Agreement. The General Partner will indemnify and save harmless the Partnership and the Limited Partners from any loss or liability arising out of its fraud, bad faith, willful misfeasance, gross negligence or breach of the Agreement. Moreover, the Partnership will indemnify and save harmless the General Partner from any loss or liability incurred by the General Partner by reason of any act performed by the General Partner on behalf of the Partnership or in furtherance of the Partnership's interest other than by reason of the General Partner's fraud, bad faith, willful misfeasance, negligence or breach of the Agreement. In the event the General Partner is found personally liable for any debts of the Partnership, other than any debt or liability incurred by reason of the General Partner's fraud, bad faith, willful misfeasance, negligence or breach of the Agreement, and is required to and does satisfy a Partnership liability out of its personal assets, the General Partner will have a right of reimbursement out of the assets of the Partnership (the "Right of Reimbursement"). The Right of Reimbursement will accrue to the General Partner 30 days after written notice of such right is given to each of the other Partners. Upon such accrual of the Right of Reimbursement, the General Partner will be reimbursed out of the assets of the Partnership in the order of priority specified in Section 8.7 of the Agreement, but only to the extent necessary to satisfy such Right of Reimbursement. To the extent not reimbursed as provided in the Agreement, the General Partner will have no right of contribution from the Limited Partners. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 3.1 Articles of Incorporation of Edison Mission Holdings. 3.2 Certificate of Amendment of Articles of Incorporation of Edison Mission Holdings. 3.3 By-Laws of Edison Mission Holdings. 3.4 Articles of Incorporation of Edison Mission Finance Co. 3.5 By-Laws of Edison Mission Finance Co.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 3.6 Articles of Incorporation of Homer City Property Holdings, Inc. 3.7 By-Laws of Homer City Property Holdings, Inc. 3.8 Articles of Incorporation of Mission Energy Westside, Inc. 3.9 Certificate of Amendment to Articles of Incorporation of Mission Energy Westside, Inc. 3.10 By-Laws of Mission Energy Westside, Inc. 3.11 Articles of Incorporation of Chestnut Ridge Energy Company. 3.12 By-Laws of Chestnut Ridge Energy Company. 3.13 Edison Mission Energy Homer City Generation L.P. Agreement of Limited Partnership. 3.14 Amended and Restated Articles of Incorporation of Edison Mission Energy, incorporated by reference to Exhibit 3.1 to Edison Mission Energy's Current Report on Form 8-K, dated January 30, 1996. 3.15 By-Laws of Edison Mission Energy, incorporated by reference to Exhibit 3.2 to Edison Mission Energy's Registration Statement on Form 10 filed with the Securities and Exchange Commission on November 21, 1994 ("Form 10"). 4.1 Indenture, dated as of May 27, 1999, between Edison Mission Holdings and United States Trust Company of New York, as Trustee. See Exhibit 10.74 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Edison Mission Holdings. 5.2 Opinion of Morgan, Lewis & Bockius LLP, special Pennsylvania counsel to EME Homer City Generation L.P. 10.1 Exchange and Registration Rights Agreement, dated as of May 27, 1999, by and among the Initial Purchasers, the Guarantors and Edison Mission Holdings. 10.2 Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated March 8, 1985, incorporated by reference to Exhibit 10.2 to Edison Mission Energy's Form 10. 10.2.1 Amendment to Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated July 29, 1985, incorporated by reference to Exhibit 10.2.1 to Edison Mission Energy's Form 10. 10.2.2 Amendment No. 2 to Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated October 29, 1985, incorporated by reference to Exhibit 10.2.2 to Edison Mission Energy's Form 10. 10.3 Power Purchase Contract between Southern California Edison Company and Imperial Energy Company, dated February 22, 1984, incorporated by reference to Exhibit 10.4 Edison Mission Energy's Form 10. 10.3.1 Amendment to Power Purchase Contract between Southern California Edison Company and Imperial Energy Company, dated November 13, 1984, incorporated by reference to Exhibit 10.4.1 to Edison Mission Energy's Form 10. 10.4 Power Purchase Contract between Southern California Edison Company and Imperial Energy Company Niland No. 2, dated April 16, 1985, incorporated by reference to Exhibit 10.6 to Edison Mission Energy's Form 10. 10.5 Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 9, 1984, incorporated by reference to Exhibit 10.7 to Edison Mission Energy's Form 10.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.5.1 Amendment No. 1 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated March 29, 1985, incorporated by reference to Exhibit 10.7.1 to Edison Mission Energy's Form 10. 10.5.2 Amendment No. 2 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 21, 1985, incorporated by reference to Exhibit 10.7.2 to Edison Mission Energy's Form 10. 10.5.3 Amendment No. 3 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 21, 1985, incorporated by reference to Exhibit 10.7.3 to Edison Mission Energy's Form 10. 10.6 Power Purchase Contract between Southern California Edison Company and Arco Petroleum Products Company (Watson Refinery), incorporated by reference to Exhibit 10.8 to Edison Mission Energy's Form 10. 10.7 Power Supply Agreement between State Electricity Commission of Victoria, Loy Yang B Power Station Pty. Ltd. and the Company Australia Pty. Ltd., as managing partner of the Latrobe Power Partnership, dated December 31, 1992, incorporated by reference to Exhibit 10.9 to Edison Mission Energy's Form 10. 10.8 Power Purchase Agreement between P.T. Paiton Energy Company as Seller and Perusahaan Umum Listrik Negara as Buyer, dated February 12, 1994, incorporated by reference to Exhibit 10.10 to Edison Mission Energy's Form 10. 10.9 Amended and Restated Power Purchase Contract between Southern California Energy Company and Midway-Sunset Cogeneration Company, dated May 5, 1988, incorporated by reference to Exhibit 10.11 to Edison Mission Energy's Form 10. 10.10 Parallel Generation Agreement between Kern River Cogeneration Company and Southern California Energy Company, dated January 6, 1984, incorporated by reference to Exhibit 10.12 to Edison Mission Energy's Form 10. 10.11 Parallel Generation Agreement between Kern River Cogeneration (Sycamore Project) Company and Southern California Energy Company, dated December 18, 1984, incorporated by reference to Exhibit 10.13 to Edison Mission Energy's Form 10. 10.12 Amendment No. 2 to Power Purchase Agreement between Southern California Energy Company and Vulcan/BN Geothermal Power Company, dated April 1, 1986, incorporated by reference to Exhibit 10.14 to Edison Mission Energy's Form 10. 10.13 U.S. $325 million Bank of Montreal Revolver, dated October 29, 1993, incorporated by reference to Exhibit 10.15 to Edison Mission Energy's Form 10. 10.13.1 U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated October 27, 1994, incorporated by reference to Exhibit 10.15.1 to Edison Mission Energy's Form 10. 10.13.2 Conformed copy of the Amended and Restated U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated as of November 17, 1994, incorporated by reference to Exhibit 10.15.2 to Edison Mission Energy's Annual Report on Form 10-K for the year ended December 31, 1994. 10.13.3 Conformed copy of the Second Amended and Restated U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated as of October 11, 1996, incorporated by reference to Exhibit 10.15.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.14 Amended and Restated Ground Lease Agreement between Texaco Refining and Marketing Inc. and March Point Cogeneration Company, dated August 21, 1992, incorporated by reference to Exhibit 10.16 to Edison Mission Energy's Form 10. 10.14.1 Amendment No. 1 to Amended and Restated Ground Lease Agreement between Texaco Refining and Marketing Inc. and March Point Cogeneration Company, dated August 21, 1992, incorporated by reference to Exhibit 10.16 to Edison Mission Energy's Form 10. 10.15 Memorandum of Agreement between Atlantic Richfield Company and Products Cogeneration Company, dated September 17, 1987, incorporated by reference to Exhibit 10.17 to Edison Mission Energy's Form 10. 10.16 Memorandum of Ground Lease between Texaco Producing Inc. and Sycamore Cogeneration Company, dated January 19, 1987, incorporated by reference to Exhibit 10.18 to Edison Mission Energy's Form 10. 10.17 Amended and Restated Memorandum of Ground Lease between Getty Oil Company and Kern River Cogeneration Company, dated November 14, 1984, incorporated by reference to Exhibit 10.19 to Edison Mission Energy's Form 10. 10.18 Memorandum of Lease between Sun Operating Limited Partnership and Midway-Sunset Cogeneration Company, incorporated by reference to Exhibit 10.20 to Edison Mission Energy's Form 10. 10.19 Executive Supplemental Benefit Program, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.20 1981 Deferred Compensation Agreement, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.21 1985 Deferred Compensation Agreement for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.22 1987 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.23 1988 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.24 1989 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.25 1990 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.26 Annual Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.27 Executive Retirement Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.28 Long-Term Incentive Plan for Executive Officers, incorporated by reference to the Registration Statement (File No. 33-19541) under which SCEcorp registered securities to be offered pursuant to the Plan under the Securities Act of 1933. 10.29 Estate and Financial Planning Program for Executive Officers, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.30 Letter Agreement with Edward R. Muller, incorporated by reference to Exhibit 10.32 to Edison Mission Energy's Form 10.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.31 Agreement with James S. Pignatelli, incorporated by reference to Exhibit 10.33 to Edison Mission Energy's Form 10. 10.32 Conformed copy of the Guarantee Agreement dated as of November 30, 1994, incorporated by reference to Exhibit 10.34 to Edison Mission Energy's Form 10. 10.33 Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated as of December 18, 1989, incorporated by reference to Exhibit 10.35 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.33.1 First Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated November 1, 1991, incorporated by reference to Exhibit 10.35.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.33.2 Second Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated June 3, 1994, incorporated by reference to Exhibit 10.35.2 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.33.3 Third Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated December 12, 1994, incorporated by reference to Exhibit 10.35.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34 Conformed copy of A$200 million Bank of America National Trust and Savings Association Credit Agreement, dated November 22, 1994, incorporated by reference to Exhibit 10.36 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34.1 Conformed copy of the Amended and Restated A$200 million Bank of America National Trust and Savings Associated Credit Agreement, dated December 12, 1994, incorporated by reference to Exhibit 10.36.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34.2 Conformed copy of First Amendment to Amended and Restated A$200 million Bank of America National Trust and Savings Associated Credit Agreement, dated June 7, 1995, incorporated by reference to Exhibit 10.36.2 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1995. 10.35 Amended and Restated Limited Partnership Agreement of Mission Capital, L.P., dated as of November 30, 1994, incorporated by reference to Exhibit 10.37 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.36 Action of General Partner of Mission Capital, L.P. creating the 9 7/8% Cumulative Monthly Income Preferred Securities, Series A, dated as of November 30, 1994, incorporated by reference to Exhibit 10.38 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.37 Action of General Partner of Mission Capital, L.P. creating the 8 1/2% Cumulative Monthly Income Preferred Securities, Series B, dated as of August 8, 1995, incorporated by reference to Exhibit 10.39 to Edison Mission Energy's Form 10-Q for the quarter ended June 30, 1995. 10.38 Power Purchase Contract between ISAB Energy, S.r.l. as Seller and Enel, S.p.A. as Buyer, dated June 9, 1995, incorporated by reference to Exhibit 10.40 to Edison Mission Energy's Form 10-Q for the quarter ended June 30, 1995.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.39 400 million sterling pounds Barclays Bank Plc Credit Agreement, dated December 18, 1995, incorporated by reference to Exhibit 10.41 to Edison Mission Energy's Form 8-K, dated December 21, 1995. 10.40 Guarantee by Edison Mission Energy, dated December 1, 1995 supporting Letter of Credit issued by Bank of America National Trust and Savings Association to secure payment of bonds issued pursuant to the Brooklyn Navy Yard project tax-exempt bond financing, incorporated by reference to Exhibit 10.42 to Edison Mission Energy's Form 10-K for the year ended December 31, 1995. 10.41 Guarantee by Edison Mission Energy, dated December 1, 1995, supporting Letter of Credit issued by Bank of America National Trust and Savings Association to secure Brooklyn Navy Yard's indemnity to the New York City Industrial Development Agency pursuant to the Brooklyn Navy Yard project tax-exempt bond financing, incorporated by reference to Exhibit 10.43 to Edison Mission Energy's Form 10-K for the year ended December 31, 1995. 10.42 Guarantee by Edison Mission Energy, dated December 20, 1996, in favor of The Fuji Bank, Limited, Los Angeles Agency, to secure Camino Energy Company's payments pursuant to Camino Energy Company's Credit Agreement and Defeasance Agreement, incorporated by reference to Exhibit 10.44 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996. 10.43 Power Purchase Agreement between National Power Corporation and San Pascual Cogeneration Company International B.V., dated September 10, 1997, incorporated by reference to Exhibit 10.45 to Edison Mission Energy's Form 10-K for the year ended December 31, 1997. 10.44 Power Purchase Agreement between Gulf Power Generation Co., LTD., and Electricity Generating Authority of Thailand, dated December 22, 1997, incorporated by reference to Exhibit 10.46 to Edison Mission Energy's Form 10-K for the year ended December 31, 1997. 10.45 Guarantee by Edison Mission Energy, dated June 30, 1998, in favor of Tri Energy Company Limited and the Sanwa Bank, Limited to guarantee payment of 25% of Tri Energy Company Limited's aggregate capital contributions under the Equity Bridge Loan, incorporated by reference to Exhibit 10.47 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1998. 10.46 Guarantee by Edison Mission Energy, dated June 30, 1998, in favor of Tri Energy Company Limited and the Sanwa Bank, Limited to guarantee payment of 37.5% of Tri Energy Company Limited's aggregate capital contributions attributable to Banpu Gas and BANPU, incorporated by reference to Exhibit 10.48 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1998. 10.47 Equity Support Guarantee by Edison Mission Energy, dated December 23, 1998, in favor of ABN AMRO Bank N.V., and the Chase Manhattan Bank to guarantee certain equity funding obligations of EcoElectrica Ltd. and EcoElectrica Holdings Ltd. pursuant to EcoElectrica Ltd.'s Credit Agreement dated as of October 31, 1997, incorporated by reference to Exhibit 10.49 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.48 Master Guarantee and Support Instrument by Edison Mission Energy, dated December 23, 1998, in favor of ABN AMRO Bank N.V., and the Chase Manhattan Bank to guarantee the availability of funds to purchase fuel for the EcoElectrica project pursuant to EcoElectrica Ltd.'s Credit Agreement dated as of October 31, 1997 and Intercreditor Agreement dated as of October 31, 1997, incorporated by reference to Exhibit 10.50 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.49 Guarantee Assumption Agreement from Edison Mission Energy, dated December 23, 1998, under Edison Mission Energy assumed all of the obligations of KENETECH Energy Systems, Inc. to Union Carbide Caribe Inc., under the certain Guaranty dated November 25, 1997, incorporated by reference to Exhibit 10.51 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.50 Transition Power Purchase Agreement, dated August 1, 1998, between New York State Electric & Gas Corporation and Mission Energy Westside, Inc, incorporated by reference to Exhibit 10.52 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.51 Transition Power Purchase Agreement, dated August 1, 1998, between Pennsylvania Electric Company and Mission Energy Westside, Inc., incorporated by reference to Exhibit 10.53 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.52 Guarantee, dated August 1, 1998, between Edison Mission Energy, Pennsylvania Electric Company, NGE Generation, Inc. and New York State Electric & Gas Corporation, incorporated by reference to Exhibit 10.54 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.53 Second Amended and Restated Credit Agreement among Edison Mission Energy and Bank of America, dated as of October 11, 1996, US$400 million Bank of America Revolver, incorporated by reference to Exhibit 10.15.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996. 10.54 Sale, Purchase and Leasing Agreements between Edison First Power Limited and PowerGen UK plc for the purchase of the Ferrybridge C and Fiddler's Ferry Power Stations; incorporated by reference to Exhibits 2.7 and 2.8 to Edison Mission Energy's Form 8-K/A, dated August 2, 1999. 10.55 Credit Agreement, dated March 18, 1999, among Edison Mission Holdings Co. and Certain Commercial Lending Institutions, and Citicorp USA, Inc., incorporated by reference to Exhibit 10.55 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.56 Guarantee and Collateral Agreement made by Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and Edison Mission Energy in favor of United States Trust Company of New York, dated as of March 18, 1999, incorporated by reference to Exhibit 10.56 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.56.1 Amendment No. 1 to the Guarantee and Collateral Agreement, dated May 27, 1999, between Edison Mission Holdings, Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Company, Mission Energy Westside, Inc., EME Homer City Generation L.P. and Edison Mission Energy in favor of United States Trust Company of New York.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.56.2 Open-End Mortgage, Security Agreement and Assignment of Leases and Rents, dated March 18, 1999, from EME Homer City Generation L.P. to United States Trust Company of New York. 10.56.3 Amendment No. 1 to the Open-End Mortgage, Security Agreement and Assignment of Leases and Rents, dated May 27, 1999, from EME Homer City Generation L.P. to United States Trust Company of New York. 10.57 Collateral Agency and Intercreditor Agreement among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P., The Secured Parties' Representatives, Citicorp USA, Inc. as Administrative Agent and United States Trust Company of New York, as Collateral Agent, dated as of March 18, 1999, incorporated by reference to Exhibit 10.57 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.58 Security Deposit Agreement among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York, as Collateral Agent, dated as of March 18, 1999, incorporated by reference to Exhibit 10.58 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.58.1 Amendment No. 1 to the Security Deposit Agreement, dated May 27, 1999, between Edison Mission Holdings, Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Company, Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York, as Collateral Agent. 10.59 Credit Support Guarantee, dated as of March 18, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York, incorporated by reference to Exhibit 10.59 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.59.1 Amendment No. 1 to the Credit Support Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York. 10.60 Debt Service Reserve Guarantee, dated as of March 18, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York on behalf of the various financial institutions (Lenders) as are or may become parities to the Credit Agreement, dated as of March 18, 1999, among Edison Mission Holdings Co., the Lenders and Citicorp USA, Inc., incorporated by reference to Exhibit 10.60 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.60.1 Amendment No. 1 to the Debt Service Reserve Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York. 10.60.2 Bond Debt Service Reserve Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York. 10.60.3 Intercompany Loan Subordination Agreement, dated March 18, 1999, among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York. 10.61 Credit Agreement, dated March 18, 1999, among Edison Mission Energy and Certain Commercial Lending Institutions, and Citicorp USA, Inc., incorporated by reference to Exhibit 10.61 to Edison Mission Energy's Form 8-K dated March 18, 1999.
II-9
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.62 Agreement for the sale and purchase of shares in First Hydro Limited, dated December 21, 1995, between PSB Holding Limited and First Hydro Finance Plc, incorporated by reference to Exhibit 2.1 to Edison Mission Energy's Current Report on Form 8-K, No. 1-13434 dated January 4, 1996. 10.63 Transaction Implementation Agreement, dated March 29, 1997, between The State Electricity Commission of Victoria, Edison Mission Energy Australia Limited, Loy Yang B Power Station Pty Ltd, Loy Yang Power Limited, The Honourable Alan Robert Stockdale, Leanne Power Pty Ltd and Edison Mission Energy, incorporated by reference to Exhibit 2.2 to Edison Mission Energy's Current Report on Form 8-K, No. 1-13434 dated May 22, 1997. 10.64 Stock Purchase and Assignment Agreement, dated December 23, 1998, between KES Puerto Rico, L.P., KENETECH Energy Systems, Inc., KES Bermuda, Inc. and Edison Mission Energy del Caribe for the (i) sale and purchase of KES Puerto Rico, L.P.'s shares in EcoElectrica Holdings Ltd.; (ii) assignment of KENETECH Energy Systems' rights and interests in that certain Project Note from the Partnership; and (iii) assignment of KES Bermuda, Inc.'s rights and interests in that certain Administrative Services Agreement dated October 31, 1997, incorporated by reference to Exhibit 2.3 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.65 Asset Purchase Agreement, dated August 1, 1998, between Pennsylvania Electric Company, NGE Generation, Inc., New York State Electric & Gas Corporation and Mission Energy Westside, Inc, incorporated by reference to Exhibit 2.4 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.66 Asset Sale Agreement, dated March 22, 1999 between Commonwealth Edison Company and Edison Mission Energy as to the Fossil Generating Assets, incorporated by reference to Exhibit 2.5 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.67 Agreement for the Sale and Purchase of Shares in Contact Energy Limited, dated March 10, 1999, between Her Majesty the Queen in Right of New Zealand, Edison Mission Energy Taupo Limited and Edison Mission Energy, incorporated herein by reference to Exhibit 2.6 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 1999. 10.68 Copy of the Global Debenture representing Edison Mission Energy's 9 7/8% Junior Subordinated Deferrable Interest Debentures, Series A, Due 2024, incorporated by reference as Exhibit 4.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.69 Conformed copy of the Indenture, dated as of November 30, 1994, between Edison Mission Energy and The First National Bank of Chicago, as Trustee, incorporated by reference as Exhibit 4.2 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.70 First Supplemental Indenture, dated as of November 30, 1994, to Indenture dated as of November 30, 1994 between Edison Mission Energy and The First National Bank of Chicago, as Trustee, incorporated by reference as Exhibit 4.2.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.71 Indenture, dated as of June 28, 1999, between Edison Mission Energy and The Bank of New York, as Trustee. 10.72 First Supplemental Indenture, dated as of June 28, 1999, to Indenture dated as of June 28, 1999, between Edison Mission Energy and The Bank of New York, as Trustee. 10.73 Registration Rights Agreement, dated as of June 23, 1999, between Edison Mission Energy and the Initial Purchasers specified therein.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.74 Agreement among Edward R. Muller, Edison International and Edison Mission Energy concerning the terms of Mr. Muller's employment separation, incorporated by reference as Exhibit 10.76 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.75 Agreement By and Between S. Linn Williams and Edison Mission Energy dated February 5, 2000, incorporated by reference as Exhibit 10.77 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.76 Form of Agreement for 2000 Employee Awards under the Equity Compensation Plan, incorporated by reference as Exhibit 10.78 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.77 Resolution regarding the computation of disability and survivor benefits prior to age 55 for Alan J. Fohrer, incorporated by reference as Exhibit 10.79 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.78 Shareholder Interest Purchase Agreement dated 3 March 2000 between MEC International B.V. and UPC International Partnership CV II, incorporated by reference as Exhibit 10.80 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 12.1 Statement regarding the computation of ratio of earnings to fixed charges for Edison Mission Energy.* 21.1 List of Subsidiaries. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of PricewaterhouseCoopers. 23.3 Consent of Skadden, Arps, Slate Meagher & Flom LLP (included in Exhibit 5.1). 23.4 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2). 25.1 Statement of Eligibility and Qualification on Form T-1 of United States Trust Company of New York, as Trustee, under the Indenture filed as Exhibit 4.1 hereto. 99.1 Form of Letter of Transmittal. 99.2 Form of Notice of Guaranteed Delivery. 99.3 Form of Letter to Clients. 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
- ------------------------ *Filed herewith and amends and restates Exhibit 12.1. ITEM 22. UNDERTAKINGS (a) The undersigned Registrants hereby undertake: Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to II-11 a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail II-12 or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (c) The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (d) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-13 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. EDISON MISSION HOLDINGS CO. (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-14 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. EDISON MISSION FINANCE CO. (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-15 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. HOMER CITY PROPERTY HOLDINGS, INC. (REGISTRANT) By: /s/ STEVEN D. EISENBERG ---------------------------------------------- Steven D. Eisenberg VICE PRESIDENT
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-16 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. MISSION ENERGY WESTSIDE, INC. (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT AND TREASURER
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-17 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. CHESTNUT RIDGE ENERGY COMPANY (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-18 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. EME HOMER CITY GENERATION L.P. (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT
SIGNATURE TITLE DATE --------- ----- ---- JAMES V. IACO, JR.* --------------------------------- President and Director June 26, 2000 James V. Iaco, Jr. (Principal Executive Officer) Vice President, Treasurer KEVIN M. SMITH* and Director --------------------------------- (Principal Financial and Accounting June 26, 2000 Kevin M. Smith Officer) MARTHA A. SPIKES* --------------------------------- Director June 26, 2000 Martha A. Spikes RAYMOND W. VICKERS* --------------------------------- Director June 26, 2000 Raymond W. Vickers *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-19 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 26th day of June, 2000. EDISON MISSION ENERGY (REGISTRANT) By: /s/ STEVEN D. EISENBERG ----------------------------------------- Steven D. Eisenberg VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
SIGNATURE TITLE DATE --------- ----- ---- ALAN J. FOHRER* President and Chief Executive --------------------------------- Officer, Director June 26, 2000 Alan J. Fohrer (Principal Executive Officer) KEVIN M. SMITH* --------------------------------- June 26, 2000 Kevin M. Smith Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) JOHN E. BRYSON* --------------------------------- Chairman of the Board June 26, 2000 John E. Bryson BRYANT C. DANNER* --------------------------------- Director June 26, 2000 Bryant C. Danner ROBERT M. EDGELL* --------------------------------- Director June 26, 2000 Robert M. Edgell *By: /s/ STEVEN D. EISENBERG ----------------------------- Attorney-in-Fact
II-20 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 3.1 Articles of Incorporation of Edison Mission Holdings. 3.2 Certificate of Amendment of Articles of Incorporation of the Company. 3.3 By-Laws of Edison Mission Holdings. 3.4 Articles of Incorporation of Edison Mission Finance Co. 3.5 By-Laws of Edison Mission Finance Co. 3.6 Articles of Incorporation of Homer City Property Holdings, Inc. 3.7 By-Laws of Homer City Property Holdings, Inc. 3.8 Articles of Incorporation of Mission Energy Westside, Inc. 3.9 Certificate of Amendment to Articles of Incorporation of Mission Energy Westside, Inc. 3.10 By-Laws of Mission Energy Westside, Inc. 3.11 Articles of Incorporation of Chestnut Ridge Energy Company. 3.12 By-Laws of Chestnut Ridge Energy Company. 3.13 EME Homer City Generation L.P. Agreement of Limited Partnership. 3.14 Amended and Restated Articles of Incorporation of Edison Mission Energy, incorporated by reference to Exhibit 3.1 to Edison Mission Energy's Current Report on Form 8-K, dated January 30, 1996. 3.15 By-Laws of Edison Mission Energy, incorporated by reference to Exhibit 3.2 to Edison Mission Energy's Registration Statement on Form 10 filed with the Securities and Exchange Commission on November 21, 1994 ("Form 10"). 4.1 Indenture, dated as of May 27, 1999, between Edison Mission Holdings and United States Trust Company of New York, as Trustee. See Exhibit 10.74 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Edison Mission Holdings. 5.2 Opinion of Morgan, Lewis & Bockius LLP, special Pennsylvania counsel to EME Homer City Generation L.P. 10.1 Exchange and Registration Rights Agreement, dated as of May 27, 1999, by and among the Initial Purchasers, the Guarantors and Edison Mission Holdings. 10.2 Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated March 8, 1985, incorporated by reference to Exhibit 10.2 to Edison Mission Energy's Form 10. 10.2.1 Amendment to Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated July 29, 1985, incorporated by reference to Exhibit 10.2.1 to Edison Mission Energy's Form 10. 10.2.2 Amendment No. 2 to Power Purchase Contract between Southern California Edison Company and Champlin Petroleum Company, dated October 29, 1985, incorporated by reference to Exhibit 10.2.2 to Edison Mission Energy's Form 10. 10.3 Power Purchase Contract between Southern California Edison Company and Imperial Energy Company, dated February 22, 1984, incorporated by reference to Exhibit 10.4 Edison Mission Energy's Form 10. 10.3.1 Amendment to Power Purchase Contract between Southern California Edison Company and Imperial Energy Company, dated November 13, 1984, incorporated by reference to Exhibit 10.4.1 to Edison Mission Energy's Form 10. 10.4 Power Purchase Contract between Southern California Edison Company and Imperial Energy Company Niland No. 2, dated April 16, 1985, incorporated by reference to Exhibit 10.6 to Edison Mission Energy's Form 10.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.5 Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 9, 1984, incorporated by reference to Exhibit 10.7 to Edison Mission Energy's Form 10. 10.5.1 Amendment No. 1 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated March 29, 1985, incorporated by reference to Exhibit 10.7.1 to Edison Mission Energy's Form 10. 10.5.2 Amendment No. 2 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 21, 1985, incorporated by reference to Exhibit 10.7.2 to Edison Mission Energy's Form 10. 10.5.3 Amendment No. 3 to Power Purchase Contract between Southern California Edison Company and Chevron U.S.A. Inc., dated November 21, 1985, incorporated by reference to Exhibit 10.7.3 to Edison Mission Energy's Form 10. 10.6 Power Purchase Contract between Southern California Edison Company and Arco Petroleum Products Company (Watson Refinery), incorporated by reference to Exhibit 10.8 to Edison Mission Energy's Form 10. 10.7 Power Supply Agreement between State Electricity Commission of Victoria, Loy Yang B Power Station Pty. Ltd. and the Company Australia Pty. Ltd., as managing partner of the Latrobe Power Partnership, dated December 31, 1992, incorporated by reference to Exhibit 10.9 to Edison Mission Energy's Form 10. 10.8 Power Purchase Agreement between P.T. Paiton Energy Company as Seller and Perusahaan Umum Listrik Negara as Buyer, dated February 12, 1994, incorporated by reference to Exhibit 10.10 to Edison Mission Energy's Form 10. 10.9 Amended and Restated Power Purchase Contract between Southern California Energy Company and Midway-Sunset Cogeneration Company, dated May 5, 1988, incorporated by reference to Exhibit 10.11 to Edison Mission Energy's Form 10. 10.10 Parallel Generation Agreement between Kern River Cogeneration Company and Southern California Energy Company, dated January 6, 1984, incorporated by reference to Exhibit 10.12 to Edison Mission Energy's Form 10. 10.11 Parallel Generation Agreement between Kern River Cogeneration (Sycamore Project) Company and Southern California Energy Company, dated December 18, 1984, incorporated by reference to Exhibit 10.13 to Edison Mission Energy's Form 10. 10.12 Amendment No. 2 to Power Purchase Agreement between Southern California Energy Company and Vulcan/BN Geothermal Power Company, dated April 1, 1986, incorporated by reference to Exhibit 10.14 to Edison Mission Energy's Form 10. 10.13 U.S. $325 million Bank of Montreal Revolver, dated October 29, 1993, incorporated by reference to Exhibit 10.15 to Edison Mission Energy's Form 10. 10.13.1 U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated October 27, 1994, incorporated by reference to Exhibit 10.15.1 to Edison Mission Energy's Form 10. 10.13.2 Conformed copy of the Amended and Restated U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated as of November 17, 1994, incorporated by reference to Exhibit 10.15.2 to Edison Mission Energy's Annual Report on Form 10-K for the year ended December 31, 1994. 10.13.3 Conformed copy of the Second Amended and Restated U.S. $400 million Bank of America National Trust and Savings Association Credit Agreement, dated as of October 11, 1996, incorporated by reference to Exhibit 10.15.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996. 10.14 Amended and Restated Ground Lease Agreement between Texaco Refining and Marketing Inc. and March Point Cogeneration Company, dated August 21, 1992, incorporated by reference to Exhibit 10.16 to Edison Mission Energy's Form 10.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.14.1 Amendment No. 1 to Amended and Restated Ground Lease Agreement between Texaco Refining and Marketing Inc. and March Point Cogeneration Company, dated August 21, 1992, incorporated by reference to Exhibit 10.16 to Edison Mission Energy's Form 10. 10.15 Memorandum of Agreement between Atlantic Richfield Company and Products Cogeneration Company, dated September 17, 1987, incorporated by reference to Exhibit 10.17 to Edison Mission Energy's Form 10. 10.16 Memorandum of Ground Lease between Texaco Producing Inc. and Sycamore Cogeneration Company, dated January 19, 1987, incorporated by reference to Exhibit 10.18 to Edison Mission Energy's Form 10. 10.17 Amended and Restated Memorandum of Ground Lease between Getty Oil Company and Kern River Cogeneration Company, dated November 14, 1984, incorporated by reference to Exhibit 10.19 to Edison Mission Energy's Form 10. 10.18 Memorandum of Lease between Sun Operating Limited Partnership and Midway-Sunset Cogeneration Company, incorporated by reference to Exhibit 10.20 to Edison Mission Energy's Form 10. 10.19 Executive Supplemental Benefit Program, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.20 1981 Deferred Compensation Agreement, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.21 1985 Deferred Compensation Agreement for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.22 1987 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.23 1988 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.24 1989 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.25 1990 Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.26 Annual Deferred Compensation Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.27 Executive Retirement Plan for Executives, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-2313). 10.28 Long-Term Incentive Plan for Executive Officers, incorporated by reference to the Registration Statement (File No. 33-19541) under which SCEcorp registered securities to be offered pursuant to the Plan under the Securities Act of 1933. 10.29 Estate and Financial Planning Program for Executive Officers, incorporated by reference to Exhibits to Forms 10-K filed by SCEcorp (File No. 1-9936). 10.30 Letter Agreement with Edward R. Muller, incorporated by reference to Exhibit 10.32 to Edison Mission Energy's Form 10. 10.31 Agreement with James S. Pignatelli, incorporated by reference to Exhibit 10.33 to Edison Mission Energy's Form 10. 10.32 Conformed copy of the Guarantee Agreement dated as of November 30, 1994, incorporated by reference to Exhibit 10.34 to Edison Mission Energy's Form 10. 10.33 Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated as of December 18, 1989, incorporated by reference to Exhibit 10.35 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.33.1 First Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated November 1, 1991, incorporated by reference to Exhibit 10.35.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.33.2 Second Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated June 3, 1994, incorporated by reference to Exhibit 10.35.2 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.33.3 Third Amendment to Indenture of Lease between Brooklyn Navy Yard Development Corporation and Cogeneration Technologies, Inc., dated December 12, 1994, incorporated by reference to Exhibit 10.35.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34 Conformed copy of A$200 million Bank of America National Trust and Savings Association Credit Agreement, dated November 22, 1994, incorporated by reference to Exhibit 10.36 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34.1 Conformed copy of the Amended and Restated A$200 million Bank of America National Trust and Savings Associated Credit Agreement, dated December 12, 1994, incorporated by reference to Exhibit 10.36.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.34.2 Conformed copy of First Amendment to Amended and Restated A$200 million Bank of America National Trust and Savings Associated Credit Agreement, dated June 7, 1995, incorporated by reference to Exhibit 10.36.2 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1995. 10.35 Amended and Restated Limited Partnership Agreement of Mission Capital, L.P., dated as of November 30, 1994, incorporated by reference to Exhibit 10.37 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.36 Action of General Partner of Mission Capital, L.P. creating the 9 7/8% Cumulative Monthly Income Preferred Securities, Series A, dated as of November 30, 1994, incorporated by reference to Exhibit 10.38 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.37 Action of General Partner of Mission Capital, L.P. creating the 8 1/2% Cumulative Monthly Income Preferred Securities, Series B, dated as of August 8, 1995, incorporated by reference to Exhibit 10.39 to Edison Mission Energy's Form 10-Q for the quarter ended June 30, 1995. 10.38 Power Purchase Contract between ISAB Energy, S.r.l. as Seller and Enel, S.p.A. as Buyer, dated June 9, 1995, incorporated by reference to Exhibit 10.40 to Edison Mission Energy's Form 10-Q for the quarter ended June 30, 1995. 10.39 400 million sterling pounds Barclays Bank Plc Credit Agreement, dated December 18, 1995, incorporated by reference to Exhibit 10.41 to Edison Mission Energy's Form 8-K, dated December 21, 1995. 10.40 Guarantee by Edison Mission Energy, dated December 1, 1995 supporting Letter of Credit issued by Bank of America National Trust and Savings Association to secure payment of bonds issued pursuant to the Brooklyn Navy Yard project tax-exempt bond financing, incorporated by reference to Exhibit 10.42 to Edison Mission Energy's Form 10-K for the year ended December 31, 1995. 10.41 Guarantee by Edison Mission Energy, dated December 1, 1995, supporting Letter of Credit issued by Bank of America National Trust and Savings Association to secure Brooklyn Navy Yard's indemnity to the New York City Industrial Development Agency pursuant to the Brooklyn Navy Yard project tax-exempt bond financing, incorporated by reference to Exhibit 10.43 to Edison Mission Energy's Form 10-K for the year ended December 31, 1995.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.42 Guarantee by Edison Mission Energy, dated December 20, 1996, in favor of The Fuji Bank, Limited, Los Angeles Agency, to secure Camino Energy Company's payments pursuant to Camino Energy Company's Credit Agreement and Defeasance Agreement, incorporated by reference to Exhibit 10.44 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996. 10.43 Power Purchase Agreement between National Power Corporation and San Pascual Cogeneration Company International B.V., dated September 10, 1997, incorporated by reference to Exhibit 10.45 to Edison Mission Energy's Form 10-K for the year ended December 31, 1997. 10.44 Power Purchase Agreement between Gulf Power Generation Co., LTD., and Electricity Generating Authority of Thailand, dated December 22, 1997, incorporated by reference to Exhibit 10.46 to Edison Mission Energy's Form 10-K for the year ended December 31, 1997. 10.45 Guarantee by Edison Mission Energy, dated June 30, 1998, in favor of Tri Energy Company Limited and the Sanwa Bank, Limited to guarantee payment of 25% of Tri Energy Company Limited's aggregate capital contributions under the Equity Bridge Loan, incorporated by reference to Exhibit 10.47 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1998. 10.46 Guarantee by Edison Mission Energy, dated June 30, 1998, in favor of Tri Energy Company Limited and the Sanwa Bank, Limited to guarantee payment of 37.5% of Tri Energy Company Limited's aggregate capital contributions attributable to Banpu Gas and BANPU, incorporated by reference to Exhibit 10.48 to Edison Mission Energy's Form 10-Q for the quarter ended September 30, 1998. 10.47 Equity Support Guarantee by Edison Mission Energy, dated December 23, 1998, in favor of ABN AMRO Bank N.V., and the Chase Manhattan Bank to guarantee certain equity funding obligations of EcoElectrica Ltd. and EcoElectrica Holdings Ltd. pursuant to EcoElectrica Ltd.'s Credit Agreement dated as of October 31, 1997, incorporated by reference to Exhibit 10.49 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.48 Master Guarantee and Support Instrument by Edison Mission Energy, dated December 23, 1998, in favor of ABN AMRO Bank N.V., and the Chase Manhattan Bank to guarantee the availability of funds to purchase fuel for the EcoElectrica project pursuant to EcoElectrica Ltd.'s Credit Agreement dated as of October 31, 1997 and Intercreditor Agreement dated as of October 31, 1997, incorporated by reference to Exhibit 10.50 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.49 Guarantee Assumption Agreement from Edison Mission Energy, dated December 23, 1998, under Edison Mission Energy assumed all of the obligations of KENETECH Energy Systems, Inc. to Union Carbide Caribe Inc., under the certain Guaranty dated November 25, 1997, incorporated by reference to Exhibit 10.51 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.50 Transition Power Purchase Agreement, dated August 1, 1998, between New York State Electric & Gas Corporation and Mission Energy Westside, Inc, incorporated by reference to Exhibit 10.52 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.51 Transition Power Purchase Agreement, dated August 1, 1998, between Pennsylvania Electric Company and Mission Energy Westside, Inc., incorporated by reference to Exhibit 10.53 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998. 10.52 Guarantee, dated August 1, 1998, between Edison Mission Energy, Pennsylvania Electric Company, NGE Generation, Inc. and New York State Electric & Gas Corporation, incorporated by reference to Exhibit 10.54 to Edison Mission Energy's Form 10-K for the year ended December 31, 1998.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.53 Second Amended and Restated Credit Agreement among Edison Mission Energy and Bank of America, dated as of October 11, 1996, US$400 million Bank of America Revolver, incorporated by reference to Exhibit 10.15.3 to Edison Mission Energy's Form 10-K for the year ended December 31, 1996. 10.54 Sale, Purchase and Leasing Agreements between Edison First Power Limited and PowerGen UK plc for the purchase of the Ferrybridge C and Fiddler's Ferry Power Stations; incorporated by reference to Exhibits 2.7 and 2.8 to Edison Mission Energy's Form 8-K/A, dated August 2, 1999. 10.55 Credit Agreement, dated March 18, 1999, among Edison Mission Holdings Co. and Certain Commercial Lending Institutions, and Citicorp USA, Inc., incorporated by reference to Exhibit 10.55 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.56 Guarantee and Collateral Agreement made by Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and Edison Mission Energy in favor of United States Trust Company of New York, dated as of March 18, 1999, incorporated by reference to Exhibit 10.56 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.56.1 Amendment No. 1 to the Guarantee and Collateral Agreement, dated May 27, 1999, between Edison Mission Holdings, Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Company, Mission Energy Westside, Inc., EME Homer City Generation L.P. and Edison Mission Energy in favor of United States Trust Company of New York. 10.56.2 Open-End Mortgage, Security Agreement and Assignment of Leases and Rents, dated March 18, 1999, from EME Homer City Generation L.P. to United States Trust Company of New York. 10.56.3 Amendment No. 1 to the Open-End Mortgage, Security Agreement and Assignment of Leases and Rents, dated May 27, 1999, from EME Homer City Generation L.P. to United States Trust Company of New York. 10.57 Collateral Agency and Intercreditor Agreement among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P., The Secured Parties' Representatives, Citicorp USA, Inc. as Administrative Agent and United States Trust Company of New York, as Collateral Agent, dated as of March 18, 1999, incorporated by reference to Exhibit 10.57 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.58 Security Deposit Agreement among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York, as Collateral Agent, dated as of Marcy 18, 1999, incorporated by reference to Exhibit 10.58 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.58.1 Amendment No. 1 to the Security Deposit Agreement, dated May 27, 1999, between Edison Mission Holdings, Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Company, Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York, as Collateral Agent. 10.59 Credit Support Guarantee, dated as of March 18, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York, incorporated by reference to Exhibit 10.59 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.59.1 Amendment No. 1 to the Credit Support Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.60 Debt Service Reserve Guarantee, dated as of March 18, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York on behalf of the various financial institutions (Lenders) as are or may become parities to the Credit Agreement, dated as of March 18, 1999, among Edison Mission Holdings Co., the Lenders and Citicorp USA, Inc., incorporated by reference to Exhibit 10.60 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.60.1 Amendment No. 1 to the Debt Service Reserve Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York. 10.60.2 Bond Debt Service Reserve Guarantee, dated May 27, 1999, made by Edison Mission Energy in favor of United States Trust Company of New York. 10.60.3 Intercompany Loan Subordination Agreement, dated March 18, 1999, among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York. 10.61 Credit Agreement, dated March 18, 1999, among Edison Mission Energy and Certain Commercial Lending Institutions, and Citicorp USA, Inc., incorporated by reference to Exhibit 10.61 to Edison Mission Energy's Form 8-K dated March 18, 1999. 10.62 Agreement for the sale and purchase of shares in First Hydro Limited, dated December 21, 1995, between PSB Holding Limited and First Hydro Finance Plc, incorporated by reference to Exhibit 2.1 to Edison Mission Energy's Current Report on Form 8-K, No. 1-13434 dated January 4, 1996. 10.63 Transaction Implementation Agreement, dated March 29, 1997, between The State Electricity Commission of Victoria, Edison Mission Energy Australia Limited, Loy Yang B Power Station Pty Ltd, Loy Yang Power Limited, The Honourable Alan Robert Stockdale, Leanne Power Pty Ltd and Edison Mission Energy, incorporated by reference to Exhibit 2.2 to Edison Mission Energy's Current Report on Form 8-K, No. 1-13434 dated May 22, 1997. 10.64 Stock Purchase and Assignment Agreement, dated December 23, 1998, between KES Puerto Rico, L.P., KENETECH Energy Systems, Inc., KES Bermuda, Inc. and Edison Mission Energy del Caribe for the (i) sale and purchase of KES Puerto Rico, L.P.'s shares in EcoElectrica Holdings Ltd.; (ii) assignment of KENETECH Energy Systems' rights and interests in that certain Project Note from the Partnership; and (iii) assignment of KES Bermuda, Inc.'s rights and interests in that certain Administrative Services Agreement dated October 31, 1997, incorporated by reference to Exhibit 2.3 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.65 Asset Purchase Agreement, dated August 1, 1998, between Pennsylvania Electric Company, NGE Generation, Inc., New York State Electric & Gas Corporation and Mission Energy Westside, Inc, incorporated by reference to Exhibit 2.4 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.66 Asset Sale Agreement, dated March 22, 1999 between Commonwealth Edison Company and Edison Mission Energy as to the Fossil Generating Assets, incorporated by reference to Exhibit 2.5 to Edison Mission Energy's 10-K for the year ended December 31, 1998. 10.67 Agreement for the Sale and Purchase of Shares in Contact Energy Limited, dated March 10, 1999, between Her Majesty the Queen in Right of New Zealand, Edison Mission Energy Taupo Limited and Edison Mission Energy, incorporated herein by reference to Exhibit 2.6 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 1999. 10.68 Copy of the Global Debenture representing Edison Mission Energy's 9 7/8% Junior Subordinated Deferrable Interest Debentures, Series A, Due 2024, incorporated by reference as Exhibit 4.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.69 Conformed copy of the Indenture, dated as of November 30, 1994, between Edison Mission Energy and The First National Bank of Chicago, as Trustee, incorporated by reference as Exhibit 4.2 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.70 First Supplemental Indenture, dated as of November 30, 1994, to Indenture dated as of November 30, 1994 between Edison Mission Energy and The First National Bank of Chicago, as Trustee, incorporated by reference as Exhibit 4.2.1 to Edison Mission Energy's Form 10-K for the year ended December 31, 1994. 10.71 Indenture, dated as of June 28, 1999, between Edison Mission Energy and The Bank of New York, as Trustee. 10.72 First Supplemental Indenture, dated as of June 28, 1999, to Indenture dated as of June 28, 1999, between Edison Mission Energy and The Bank of New York, as Trustee. 10.73 Registration Rights Agreement, dated as of June 23, 1999, between Edison Mission Energy and the Initial Purchasers specified therein. 10.74 Agreement among Edward R. Muller, Edison International and Edison Mission Energy concerning the terms of Mr. Muller's employment separation, incorporated by reference as Exhibit 10.76 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.75 Agreement By and Between S. Linn Williams and Edison Mission Energy dated February 5, 2000, incorporated by reference as Exhibit 10.77 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.76 Form of Agreement for 2000 Employee Awards under the Equity Compensation Plan, incorporated by reference as Exhibit 10.78 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.77 Resolution regarding the computation of disability and survivor benefits prior to age 55 for Alan J. Fohrer, incorporated by reference as Exhibit 10.79 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 10.78 Shareholder Interest Purchase Agreement dated 3 March 2000 between MEC International B.V. and UPC International Partnership CV II, incorporated by reference as Exhibit 10.80 to Edison Mission Energy's Form 10-Q for the quarter ended March 31, 2000. 12.1 Statement regarding the computation of ratio of earnings to fixed charges for Edison Mission Energy.* 21.1 List of Subsidiaries. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of PricewaterhouseCoopers. 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 23.4 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2). 25.1 Statement of Eligibility and Qualification on Form T-1 of United States Trust Company of New York, as Trustee, under the Indenture filed as Exhibit 4.1 hereto. 99.1 Form of Letter of Transmittal. 99.2 Form of Notice of Guaranteed Delivery. 99.3 Form of Letter to Clients. 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
- ------------------------ * Filed herewith and amends and restates Exhibit 12.1 EXHIBIT 12.1 EDISON MISSION HOLDINGS CO. COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS YEAR ENDED ENDED DECEMBER 31, MARCH 31, 1999 2000 ------------- ------------ (IN THOUSANDS) EARNINGS: Income before taxes and extraordinary item.................. $ 53,735 $ 9,534 Adjustments: Fixed charges, as below................................... 55,433 20,370 Interest capitalized...................................... (1,779) (1,480) -------- ------- Earnings as adjusted........................................ $107,389 $28,424 ======== ======= FIXED CHARGES: Interest on indebtedness (expense and capitalized).......... $ 55,433 $20,370 ======== ======= Ratio of Earnings to Fixed Charges.......................... 1.94 1.40 ======== =======
EX-12.1 2 ex-12_1.txt EXHIBIT 12.1 EXHIBIT 12.1 EDISON MISSION HOLDINGS CO. COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS YEAR ENDED ENDED DECEMBER 31, MARCH 31, 1999 2000 ------------- ------------ (IN THOUSANDS) EARNINGS: Income before taxes and extraordinary item.................. $ 53,735 $ 9,534 Adjustments: Fixed charges, as below................................... 55,433 20,370 Interest capitalized...................................... (1,779) (1,480) -------- ------- Earnings as adjusted........................................ $107,389 $28,424 ======== ======= FIXED CHARGES: Interest on indebtedness (expense and capitalized).......... $ 55,433 $20,370 ======== ======= Ratio of Earnings to Fixed Charges.......................... 1.94 1.40 ======== =======
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