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EXHIBIT 4.4(b)
FIRST AMENDMENT TO BONNEVILLE PACIFIC SECURITY AGREEMENT
This FIRST AMENDMENT TO SECURITY AGREEMENT (this "AMENDMENT"),
effective as of February 23, 2001, made by BONNEVILLE PACIFIC CORPORATION,
Delaware corporation (the "GRANTOR"), to THE BANK OF NEW YORK, a New York
banking corporation, in its capacity as trustee (the "TRUSTEE") for the holders
from time to time (the "HOLDERS") of the Notes (as defined in the Indenture
dated as of April 20, 1999 by and among the Company and Trustee (the
"INDENTURE")), issued by East Coast Power L.L.C., a Delaware limited liability
company (the "COMPANY") under the Indenture referred to below.
PRELIMINARY STATEMENTS
WHEREAS, on April 20, 1999, the Trustee and the Company entered into
that certain Indenture, pursuant to which the Company issued certain promissory
notes in the aggregate principal amount of $850,000,000.
WHEREAS, on February 22, 2001, Grantor acquired a membership interest
in the Company and, as a condition precedent to Grantor acquiring such
membership interest, the Trustee required that the Grantor and Trustee enter
into that certain Security Agreement dated as the date of such acquisition (the
"SECURITY AGREEMENT").
WHEREAS, Grantor has converted its membership interests (that are the
subject of the Security Agreement) to a new common interest in the Company
representing a .99% Sharing Ratio.
WHEREAS, the Grantor and the Trustee have agreed to amend the Security
Agreement to change the description of the membership interests owed by Grantor
which are the subject of the Security Agreement.
NOW THEREFORE, in consideration of the premises and conditions set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Grantor and Trustee agree as
follows:
SECTION 1. Amendments. Schedule I of the Security Agreement is amended
by deleting the current Schedule I and interesting in its place the following:
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SCHEDULE I
EQUITY INTERESTS
PERCENTAGE OF
OUTSTANDING EQUITY
ISSUER TYPE OF INTEREST INTEREST
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East Coast Power L.L.C. Common Limited Liability Company Common Limited Liability Company
Membership Interest Membership Interest representing
a .99% Sharing Ratio
SECTION 2. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 3. Governing Law; Entire Agreement. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of
New
York. This Amendment constitutes the entire understanding among the Grantor, the
Trustee and the Holders of the Notes with respect to the subject matter hereof
and supercedes any prior agreements, written or oral, with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.
BONNEVILLE PACIFIC CORPORATION
By: /s/ D. T. Field
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Name: D. T. Field
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Title: Attorney-in-Fact
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THE BANK OF
NEW YORK, as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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