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First Amendment To Ground Lease

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Sectors: Energy
Effective Date: April 16, 1999
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Exhibit 10.14


THIS FIRST AMENDMENT TO GROUND LEASE (this "Amendment") dated as of April 16, 1999 ("Effective Date") is made and entered into by and between THE PEOPLES GAS LIGHT AND COKE COMPANY, and Illinois corporation ("Lessor"), and ELWOOD ENERGY LLC, a Delaware limited liability company ("Lessee") under the following circumstances:

A. By that certain Ground Lease dated September 30, 1998 (the "Lease"), Lessor agreed to demise and lease to Lessee and Lessee agreed to lease from Lessor the "Premises" as legally described on Exhibit A thereto.

B. Lessor and Lessee now desire to amend the Lease to change the boundaries of the Premises such that (i) Lessee shall lease from Lessor an additional 2.788 acres of Lessor's property depicted as Parcel 3 on Exhibit B
--------- attached hereto and made a part hereof, and (ii) Lessor and Lessee shall cancel and terminate the Lease as to a portion of the Premises consisting of approximately 0.2114 acres in the aggregate which is depicted as Parcel 1 and Parcel 2 on Exhibit B attached hereto and made a part hereof (the "Surrender
--------- Premises").

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein
----------- have the meanings ascribed to them in the Lease.

2. Amendments to Lease. The Lease is hereby amended as follows:

(a) The legal description of the Premises set forth in Exhibit A to the Lease is hereby amended and restated in its entirety as set forth in Exhibit
------- A to this Amendment. - -

(b) The definition of "basic rent" is hereby amended to mean $321,975.

(c) All references to the "Property" in the Purchase and Sale Agreement attached to the Lease as Exhibit C shall be deemed to mean and refer to Premises as amended by this amendment.

3. Surrender Premises. Lessor and Lessee agree that the Lease is hereby
------------------ canceled and terminated and the term thereby demised brought to an end with respect to the Surrender Premises with the same force and effect as if the term of the Lease were in and by the provisions thereof fixed to expire on the Effective Date with respect to the Surrender Premises. Without limiting the generality of the foregoing, Lessee agrees to quit and surrender the Surrender Premises to Lessor in such condition as provided for in Article 22 of the Lease and that Lessor shall have the right to re-enter the Surrender Premises as of the Effective Date, as fully as it

would or could have done if that were the date provided for in the expiration of the term of the Lease.

4. ICC Approval Contingency. Notwithstanding anything contained herein to
------------------------ the contrary, each of Lessor's and Lessee's rights and obligations under this Amendment are expressly subject to and contingent upon the earlier to occur of (a) the issuance by the ICC of an
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