Exhibit 10.61.3
EXECUTION COPY
AMENDMENT THREE
AMENDMENT THREE (this "AMENDMENT") dated as of May 30, 2001 by
and among EDISON MISSION ENERGY (the "BORROWER"), CITICORP USA, INC., as
Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and each
of certain commercial lending institutions party hereto (the "LENDERS").
WHEREAS, the Borrower, the Administrative Agent and certain of
the Lenders entered into a Credit Agreement dated as of March 18, 1999 (as
amended by (i) Amendment One dated as of August 17, 2000 among the Borrower,
the Administrative Agent and the Lenders party thereto and (ii) Amendment Two
dated as of March 15, 2001 among the Borrower, the Administrative Agent and
the Lenders party thereto, the "CREDIT AGREEMENT");
WHEREAS, the Borrower has requested that the Lenders renew their
Commitments and extend the Commitment Termination Date to October 10, 2001.
ACCORDINGLY, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Credit Agreement are used herein (and in the
introductions and recitals hereto) as defined therein.
Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent specified in Section 3 below, but
effective as of the Amendment Effective Date, the Credit Agreement shall be
amended as follows:
(a) SECTION 1.1 of the Credit Agreement shall be amended by
deleting the definition of "CHANGE IN CONTROL" in its entirety.
(b) SECTION 1.1 of the Credit Agreement shall be amended by
deleting CLAUSE (a) of the definition of "COMMITMENT TERMINATION DATE" in its
entirety and replacing it with the following:
"(a) October 10, 2001 or, if such date has been extended
by any Lender pursuant to SECTION 2.6, then, with respect to the
Commitment of such Lender, such date as determined pursuant to
SECTION 2.6;".
(c) SECTION 1.1 of the Credit Agreement shall be amended by
deleting the definitions of "AMENDMENT EFFECTIVE DATE" and "NET CASH
PROCEEDS" in their entirety and replacing them with the following:
"AMENDMENT EFFECTIVE DATE" shall have the meaning
assigned to such term in Section 3 of Amendment Three to this
Agreement.
2
"NET CASH PROCEEDS" means (a) in connection with an
asset disposition permitted UNDER SECTION 7.2.7, the cash proceeds
received from such asset disposition by the Borrower on an after-tax
basis, net of attorney's fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith and (b)
in connection with any issuance or sale of indebtedness or Capital
Stock, the cash proceeds received from such issuance or incurrence
on an after-tax basis, net of attorney's fees, investment banking
fees, accountants' fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred in connection
therewith."
(d) SECTION 2.2 of the Credit Agreement shall be amended by deleting
Section 2.2 in its entirety and replacing it with the following:
"REDUCTION OF THE TOTAL COMMITMENT AMOUNT. (a) The
Borrower may, from time to time on any Business Day occurring after
the Effective Date, voluntarily reduce the Total Commitment Amount
without premium or penalty (subject, however, to SECTION 4.5);
PROVIDED, HOWEVER, that all such reductions shall require at least
one Business Days' prior notice to the Administrative Agent and be
permanent, and any partial reduction of the Total Commitment Amount
shall be in a minimum amount of $10,000,000 and in an integral
multiple of $1,000,000 in excess thereof; and, PROVIDED, FURTHER,
that the Total Commitment Amount may not be reduced to an amount
less than the aggregate amount of outstanding Loans; and (b) as of
August 15, 2001, in the event that the Total Commitment Amount is
greater than $466,666,667, Commitments shall be reduced in an amount
equal to the difference between the Total Commitment Amount and
$466,666,667.".
(e) SECTION 3.1.1 of the Credit Agreement shall be amended by
deleting Section 3.1.1(b) in its entirety and replacing it with the following:
"(b) the Borrower shall (i) immediately upon any
acceleration of any Loans pursuant to SECTION 8.2 or SECTION 8.3,
repay all Loans, unless, pursuant to SECTION 8.3, only a portion of
all Loans is so accelerated; (ii) within three Business Days
following the receipt of proceeds from (A) any sale or other
disposition of assets not in the ordinary course of business, make a
prepayment of the loans outstanding under the EME Revolvers, pro
rata based on the total commitment amounts outstanding under each
EME Revolver, in an aggregate amount in total equal to the lesser of
(x) 50% of the related Net Cash Proceeds or (y) the aggregate
principal amount of the loans under all of the EME Revolvers then
outstanding (and the commitments under the EME Revolvers shall
automatically be reduced, pro rata based on the total commitment
amounts outstanding under the EME Revolvers, by an amount in total
equal to 50% of the related Net Cash Proceeds) or (B) the sale or
issuance of any Capital Stock or Indebtedness of the Borrower after
the Amendment Effective Date, make a prepayment of the loans
outstanding under the the EME Revolvers, pro rata based on the total
commitment amounts outstanding under each EME Revolver, in an
AMENDMENT THREE
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aggregate amount in total equal to the lesser of (x) 100% of the
related Net Cash Proceeds or (y) the aggregate principal amount of
the loans under all of the EME Revolvers then outstanding (and the
commitments under the EME Revolvers shall automatically be reduced,
pro rata based on the total commitment amounts outstanding under
each EME Revolver, by an aggregate amount in total equal to 100% of
the related Net Cash Proceeds); PROVIDED, HOWEVER, that the
prepayment requirement under this SECTION 3.1.1(b)(ii) shall not be
in effect if the Borrower has permanently reduced its outstanding
commitments and loans under the EME Revolvers to an amount in the
aggregate equal to or less than $850,000,000; and (iii) on August
15, 2001 in the event the Loans outstanding exceed $466,666,667 as
of such date, the Borrower shall prepay Loans in an amount equal to
the difference between the Loans outstanding on such date and
$466,666,667.".
(f) SECTION 7.2.6 of the Credit Agreement shall be amended by
deleting the parenthetical "(including, without limitation, a Change in
Control)" following the word "thereto" in the second line of Section 7.2.6(c) of
the Credit Agreement.
(g) SECTION 8.1.5 of the Credit Agreement shall be amended by
deleting Section 8.1.5 in its entirety and replacing it with the following:
"DEFAULT ON OTHER INDEBTEDNESS. (i) A default shall
occur in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any Indebtedness
of the Borrower or (ii) a default shall occur in the performance or
observance of any obligation or condition with respect to such
Indebtedness (other than the EME Revolvers) if the effect of such
default is to accelerate the maturity of any such Indebtedness or
such default shall continue unremedied for any applicable period of
time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause
such Indebtedness to become due and payable prior to its expressed
maturity, in either case, such default having a principal amount,
individually or in the aggregate, in excess of $20,000,000 (other
than Indebtedness described in SECTION 8.1.1) or (iii) a default
shall occur in the performance or observance of any obligation or
condition with respect to any of the EME Revolvers (subject to any
applicable grace period).".
(h) SECTION 8.1.8 of the Credit Agreement shall be amended by
deleting Section 8.1.8 in its entirety and replacing it with the following:
"[INTENTIONALLY OMITTED]".
(i) EXHIBIT A of the Credit Agreement shall be deleted and
replaced in its entirety with Exhibit A hereto.
Section 3. CONDITIONS PRECEDENT. This Amendment shall not become
effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of
the following conditions precedent have been satisfied or will be satisfied
contemporaneously with this Amendment becoming effective:
AMENDMENT THREE
4
(a) Delivery to the Administrative Agent of this Amendment
duly executed and delivered by the Borrower, the Administrative Agent
and each of the Lenders;
(b) The Administrative Agent shall have received opinions,
dated the Amendment Effective Date and addressed to the Administrative
Agent and the Lenders from (i) the in-house counsel to the Borrower and
(ii) the special New York counsel to the Borrower. Each such opinion shall
be in form and substance reasonably satisfactory to the Administrative
Agent;
(c) Delivery to the Administrative Agent of a certificate,
executed by the controller, treasurer or chief financial officer of the
Borrower, showing (in reasonable detail and with appropriate calculations
and computations in all respects satisfactory to the Administrative Agent)
compliance with the financial covenants set forth in SECTION 7.2.10 and
SECTION 7.2.11 as of the Amendment Effective Date;
(d) The representations and warranties of the Borrower as set
forth in the Credit Agreement shall be true and correct as of the
Amendment Effective Date after giving effect to the amendments
contemplated hereby (unless stated to be given as of an earlier date, in
which case such representation and warranty shall be true and correct only
as of such earlier date and except as set forth in the Borrower's Form
10-K for the fiscal year ended December 31, 2000 and the Borrower's Form
10-Q for the first quarter of 2001);
(e) As of the Amendment Effective Date, no Default shall have
occurred and be continuing after giving effect to this Amendment;
(f) Amendment Two to the May Credit Agreement will become
effective pursuant to the terms and conditions thereof contemporaneously
with this Amendment; and
(g) Delivery to the Lenders of a Supplemental Agreement duly
executed and delivered by the Borrower, the Administrative Agent and the
other intended parties, substantially in the form heretofore furnished to
the Lenders (and the Lenders hereby authorize the Administrative Agent to
execute such Supplemental Agreement).
Section 4. MISCELLANEOUS. Except as expressly amended hereby, all of
the terms and provisions of the Credit Agreement are and shall remain in full
force and effect. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Amendment by signing any such
counterpart. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.
AMENDMENT THREE
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective officers thereunto duly
authorized.
"Edison Mission Energy"
By: /s/ G. Xxxx Xxxxxx
----------------------------------------
Name: G. Xxxx Xxxxxx
Title: Treasurer
CITICORP USA, INC.,
as Administrative Agent and Lender
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON,
as Lender
By: /s/ Xxx Xxxxx /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxx Xxxxx Xxxxxx X. Xxxxxx
Title: Director Vice President
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
SOCIETE GENERALE,
as Lender
By: /s/ Xxxxx Xxxx
---------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
AMENDMENT THREE
S-2
ABN AMRO BANK N.V.,
as Lender
By: /s/ Xxxxxxx Xxxx /s/ Saad Qaig
-----------------------------------------
Name: Xxxxxxx Xxxx Saad Qaig
Title: Group Vice President Assistant
Vice President
AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED, as Lender
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Director
BANCO DI NAPOLI,
as Lender
By: /s/ Francesco Di Mario /s/ Xxxx Xxxxx
-----------------------------------------
Name: Francesco Di Mario Xxxx Xxxxx
Title: First Vice President Executive
Vice President
BANK OF MONTREAL,
as Lender
By: /s/ Cahal X. Xxxxxxx
-----------------------------------------
Name: Cahal X. Xxxxxxx
Title: Director
BANK OF NOVA SCOTIA,
as Lender
By: /s/ Xxxx X. Quick
-----------------------------------------
Name: Xxxx X. Quick
Title: Managing Director
AMENDMENT THREE
S-3
BARCLAYS BANK PLC,
as Lender
By: /s/ Sydney X. Xxxxxx
--------------------------------------------------
Name: Sydney X. Xxxxxx
Title: Director
BAYERISCHE HYPO-UND VEREINSBANK AG, NEW
YORK BRANCH,
as Lender
By: /s/ Xxxxxxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------------
Name: Xxxxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxx
Title: Director Associate Director
BAYERISCHE LANDESBANK GIROZENTRALE,
as Lender
By: /s/ X. Xxxxxxxxx /s/ X. Xxxx
---------------------------------------------------
Name: X. Xxxxxxxxx X. Xxxx
Title: Vice President First Vice President
BNP PARIBAS,
as Lender
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxx-/Xxxxxx Xxxxxxxxxxx
--------------------------------------------------
Name: Xxxxx X. Xxxxxxx Xxxx-/Xxxxxx Xxxxxxxxxxx
Title: Managing Director Vice President
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
as Lender
By: /s/ Xxxxxx Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxx Xxxxxxxxxxx Xxxxxx X. Xxxxxx
Title: Senior Vice President Senior Vice President
AMENDMENT THREE
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CREDIT INDUSTRIEL ET COMMERCIAL,
as Lender
By: /s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx Xxxxxx Xxxxxxxx
Title: Assistant Vice President Vice
President
DEXIA CREDIT LOCAL, NEW YORK AGENCY,
as Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxxx
Title: General Manager
CREDIT LYONNAIS, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ Xxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx
Title: Vice President Assistant Vice
President
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Lender
By: /s/ Xxxx-Xxxx Xxxxxxxxx
------------------------------------------
Name: Xxxx-Xxxx Xxxxxxxxx
Title: Senior Vice President &
Senior Deputy General Manager
AMENDMENT THREE
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ING (U.S.) CAPITAL LLC,
as Lender
By: /s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx Xxxxxx X. Xxxxxx
Title: Managing Director Vice President
NORDEUTSCHE LANDESBANK GIROZENTRALE,
as Lender
By: /s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
Title: Vice President AT
THE ROYAL BANK OF SCOTLAND, PLC,
as Lender
By: /s/ Xxxxx XxXxxx
-----------------------------------------
Name: Xxxxx XxXxxx
Title: Senior Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
as Lender
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director and Head of
Energy Group
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
AMENDMENT THREE
EDISON MISSION ENERGY
PRICING GRID
=============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
At Least BBB By S&P AND Baa2 Less Than Level 1 But At Least
By Xxxxx'x. BBB- By S&P AND Baa3 By Xxxxx'x.
=============================================================================================
APPLICABLE MARGIN (BASE 50.00 bps 75.00 bps
RATE LOANS)
---------------------------------------------------------------------------------------------
APPLICABLE MARGIN (LIBO 150.00 bps 287.50 bps
RATE LOANS)
=============================================================================================
FACILITY FEE (1) 25.00 bps 37.50 bps
---------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 175.00 bps LIBOR + 325.00 bps
Base Rate + 75.00 bps Base Rate + 112.50 bps
---------------------------------------------------------------------------------------------
=============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
Less Than Xxxxx 0 Xxx Xx Xxxxx Xxxxx Xxxx Xxxxx 0.
BB+ By S&P AND Ba1 By Xxxxx'x.
=============================================================================================
APPLICABLE MARGIN (BASE 100.00 bps 150.00 bps
RATE LOANS)
---------------------------------------------------------------------------------------------
APPLICABLE MARGIN (LIBO 325.00 bps 400.00 bps
RATE LOANS)
=============================================================================================
FACILITY FEE (1) 50.00 bps 50.00 bps
---------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 375.00 bps LIBOR + 450.00 bps
Base Rate + 150.00 bps Base Rate + 200.00 bps
---------------------------------------------------------------------------------------------
(1) Paid quarterly in arrears on each bank's commitment
irrespective of usage.
(2) Facility Fee plus Applicable Margin.
bps = basis points per annum
AMENDMENT THREE
