Exhibit 10(m)-1
EXECUTION VERSION
AMENDMENT NO. 1
Dated as of September
16, 2002
to
AGREEMENT FOR LEASE
Dated as of December
21, 2001
BETWEEN
LMB FUNDING, LIMITED
PARTNERSHIP
as Owner
AND
LOWER MOUNT BETHEL
ENERGY, LLC
as Agent
This Amendment No. 1 has been manually executed in 38
counterparts, numbered consecutively from 1 through 38, of which
this is No. __. To the extent, if any, that this Amendment
constitutes chattel paper (as such term is defined in the Uniform
Commercial Code as in effect in any jurisdiction), no security
interest in this Amendment may be created or perfected through the
transfer or possession of any counterpart other than the original
executed counterpart which shall be the counterpart identified as
counterpart No. 1.
Amendment No. 1 to Agreement for Lease (" Amendment No. 1
"), dated as of September 16, 2002, between LMB FUNDING, LIMITED
PARTNERSHIP, a Delaware limited partnership (" Owner "), and
LOWER MOUNT BETHEL ENERGY, LLC, a Delaware limited liability
company (" Agent "), amending the Original Agreement for
Lease referred to below.
WHEREAS, Owner and Agent have heretofore entered into an
Agreement for Lease, dated as of December 21, 2001 (the "
Original Agreement for Lease ") (the Original Agreement for
Lease, as amended hereby and as may hereafter be further amended,
modified, supplemented or restated from time to time, the "
Agreement for Lease "); and
WHEREAS, Owner and Agent wish to amend the Original Agreement
for Lease as hereinafter provided with the consent of the holders
of the applicable percentage of the Notes;
NOW, THEREFORE, Owner and Agent hereby agree that the Original
Agreement for Lease is amended as follows:
SECTION 1. DEFINITIONS . Capitalized
terms used but not defined herein shall have the meanings assigned
to such terms in the Original Agreement for Lease.
SECTION 2. AMENDMENTS . The Original
Agreement for Lease is hereby amended as follows:
2.1 Section 1 of the Original Agreement for
Lease is amended by:
(i) adding the following new definitions (to
be inserted in appropriate alphabetical order in said subsection
1.1), which definitions read in their entirety as follows:
" DRBC : the Delaware River Basin Commission or any
successor thereto.
Drought Conditions : any drought, reduced river flow or
other water-related conditions or emergencies that are declared by
the DRBC, PDEP or other Governmental Authority pursuant to any
Legal Requirement and are applicable to the Project.
Easement Agreement : the Easement Agreement between PPL
Martins Creek, LLC and Owner, dated September 11, 2002, as the same
may be amended, modified, supplemented or restated from time to
time in accordance with its terms, the terms of the Collateral
Indenture and the terms of the Leasehold Mortgage (as defined in
the Collateral Indenture).
PDEP : the Pennsylvania Department of Environmental
Protection or any successor thereto.
Water Curtailment : any curtailment or cessation of
Agent's or Owner's legal right or entitlement to use Delaware River
water, in whole or in part, that is imposed under the terms of
Agent's or Owner's water-related licenses or permits or applicable
DRBC, PDEP or other Governmental Authority declarations or orders
as a result of Drought Conditions.
Water Offset Rights : any ownership, contractual or other
legal right or entitlement of Agent or Owner to store and/or
release (or cause a third party to store and/or release) water into
the Delaware River for the purpose of offsetting Agent or Owner's
consumptive use of Delaware River water and reducing or avoiding a
potential Water Curtailment.
(ii) inserting the following at the end of the
definition of " Assignee ":
"and for the purposes of the first and last references to
"Assignee" in clause (b) of subsection 10.4, the term "Assignee"
shall mean the Majority Holders (as defined in the Note Purchase
Agreement)."
(iii) deleting the definition of " Gas
Transportation Agreement " and inserting the following in its
place:
" Gas Transportation Agreement : The Gas Transportation
Agreement to be entered into by and between PPL Interstate
Energ
