<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000
REGISTRATION NO. 333-92047
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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)
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<S> <C> <C>
CALIFORNIA 4991 33-0826940
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
------------------------
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.
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<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
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PRIMARY STANDARD
STATE OF INCORPORATION INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER
NAME OR ORGANIZATION CODE NUMBER IDENTIFICATION NUMBER
---- ---------------------- ------------------------- ---------------------
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
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
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<PAGE>
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.
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EXHIBIT NO. DESCRIPTION
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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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<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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.
</TABLE>
II-3
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<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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
----------- -----------
<C> <S>
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
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<C> <S>
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
----------- -----------
<C> <S>
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.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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.
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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.
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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.
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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.
</TABLE>
------------------------
*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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<S> <C> <C>
EDISON MISSION HOLDINGS CO.
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-14
<PAGE>
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.
<TABLE>
<S> <C> <C>
EDISON MISSION FINANCE CO.
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-15
<PAGE>
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.
<TABLE>
<S> <C> <C>
HOMER CITY PROPERTY HOLDINGS, INC.
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
----------------------------------------------
Steven D. Eisenberg
VICE PRESIDENT
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-16
<PAGE>
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.
<TABLE>
<S> <C> <C>
MISSION ENERGY WESTSIDE, INC.
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT AND TREASURER
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-17
<PAGE>
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.
<TABLE>
<S> <C> <C>
CHESTNUT RIDGE ENERGY COMPANY
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-18
<PAGE>
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.
<TABLE>
<S> <C> <C>
EME HOMER CITY GENERATION L.P. (REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-19
<PAGE>
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.
<TABLE>
<S> <C> <C>
EDISON MISSION ENERGY
(REGISTRANT)
By: /s/ STEVEN D. EISENBERG
-----------------------------------------
Steven D. Eisenberg
VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
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
</TABLE>
II-20
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
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.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
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.
</TABLE>
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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.
</TABLE>
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<TABLE>
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EXHIBIT NO. DESCRIPTION
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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.
</TABLE>
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EXHIBIT NO. DESCRIPTION
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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.
</TABLE>
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<TABLE>
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EXHIBIT NO. DESCRIPTION
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<S> <C>
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.
</TABLE>
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EXHIBIT NO. DESCRIPTION
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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.
</TABLE>
------------------------
* Filed herewith and amends and restates Exhibit 12.1
<PAGE>
EXHIBIT 12.1
EDISON MISSION HOLDINGS CO.
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1999 2000
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
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
======== =======
</TABLE>
