Exhibit 10.15.2
EXECUTION COPY
AMENDMENT TWO
AMENDMENT TWO (this "AMENDMENT") dated as of May 30, 2001 by and
among EDISON MISSION ENERGY (the "BORROWER"), each of various financial
institutions party hereto (the "LENDERS") and BANK OF AMERICA, N.A.
(formerly, Bank of America National Trust and Savings Association), as agent
for the Lenders (in such capacity, the "AGENT").
WHEREAS, the Borrower, the Agent and certain of the Lenders
entered into a Second Amended and Restated Credit Agreement dated as of
October 11, 1996 (as amended by Amendment One dated as of August 17, 2000
among the Borrower, the Agent and the Lenders party thereto, the "CREDIT
AGREEMENT");
WHEREAS, the Borrower, the Agent and the Lenders wish to amend
the Credit Agreement in certain respects;
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
adding the following definitions in alphabetical order:
"CAPITAL STOCK" means, with respect to any Person, any
and all shares, interests, participations or other equivalents
(however designated, whether voting or non-voting) of, or interests
in (however designated), the equity of such Person, including,
without limitation, all common stock and preferred stock and
partnership and joint venture interests of such Person.
"EME REVOLVERS" means, collectively, the Credit
Agreement, the May Credit Agreement and the March Credit Agreement.
"MARCH CREDIT AGREEMENT" means the $595,000,000 Credit
Agreement dated as of March 18, 1999 among the Borrower, certain
commercial lending institutions party thereto and Citicorp USA, Inc
as the administrative agent (as amended, modified and supplemented
from time to time).
2
"MAY CREDIT AGREEMENT" means the $255,000,000 Credit
Agreement dated as of May 30, 2000 among the Borrower, certain
commercial lending institutions party thereto and Bank of America,
N.A. as the administrative agent (as amended, modified and
supplemented from time to time).
"NET CASH PROCEEDS" means (a) in connection with an
asset disposition permitted under SECTION 8.2.7, 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."
(c) 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 REVOLVING LOAN COMMITMENT AMOUNT. (a) The
Borrower may, from time to time on any Business Day occurring after
the Effective Date, voluntarily reduce the Revolving Loan 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 Revolving Loan
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 Revolving Loan 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
Revolving Loan Commitment Amount is greater than $333,333,333,
Revolving Loan Commitments shall be reduced in an amount equal to
the difference between the Revolving Loan Commitment Amount and
$333,333,333."
(d) SECTION 3.1.1(b) of the Credit Agreement shall be amended by
(i) adding the following after the comma in the first line of Section 3.1.1(b)
of the Credit Agreement: "(i)"; and (ii) deleting the semicolon at the end of
Section 3.1.1(b) of the Credit Agreement and replacing it with the following:
",(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
AMENDMENT TWO
3
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 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 $333,333,333 as of such date, the Borrower shall
prepay Loans in an amount equal to the difference between the Loans
outstanding on such date and $333,333,333;".
(e) SECTION 8.2.6 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 8.2.6(c)
of the Credit Agreement.
(f) SECTION 9.1.5 of the Credit Agreement shall be amended by
deleting Section 9.1.5 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)."
(g) SECTION 9.1.8 of the Credit Agreement shall be amended by
deleting Section 9.1.8 in its entirety and replacing it with the following:
"[INTENTIONALLY OMITTED]"
AMENDMENT TWO
4
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:
(a) Delivery to the Agent of this Amendment duly executed
and delivered by the Borrower, the Agent and the Required Lenders;
(b) The Agent shall have received opinions, dated the
Amendment Effective Date and addressed to the Agent and the Lenders from
(i) the in-house counsel to the Borrower and (ii) the special California
counsel to the Borrower. Each such opinion shall be in form and substance
reasonably satisfactory to the Agent;
(c) 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);
(d) As of the Amendment Effective Date, no Default shall have
occurred and be continuing after giving effect to this Amendment; and
(e) 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 California.
AMENDMENT TWO
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
BANK OF AMERICA, N.A.,
as Agent, Issuing Bank and Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BANK OF MONTREAL,
as Lender
By: /s/ Cahal X. Xxxxxxx
---------------------------------------
Name: Cahal X. Xxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA,
as Lender
By: /s/ Xxxx X. Quick
---------------------------------------
Name: Xxxx X. Quick
Title: Managing Director
THE CHASE MANHATTAN BANK,
as Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
AMENDMENT TWO
S-2
CITICORP USA, INC.,
as Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
CREDIT LYONNAIS, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
as Lender
By: /s/ Xxx Xxxxx
---------------------------------------
Name: Xxx Xxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Lender
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
AMENDMENT TWO
S-3
THE FUJI BANK, LIMITED,
as Lender
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior 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
KBC BANK N.V.,
as Lender
By: /s/ Xxxx-Xxxxxx Diels /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxx-Xxxxxx Diels Xxxxxx Xxxxxxxx
Title: First Vice President First Vice President
THE SANWA BANK, LIMITED,
as Lender
By: /s/ Xxxx Xxxx
--------------------------------------------
Name: Xxxx Xxxx
Title: Vice-President
SOCIETE GENERALE,
as Lender
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
AMENDMENT TWO
S-4
SUMITOMO MITSUI BANKING CORPORATION, LOS
ANGELES BRANCH,
as Lender
By:
--------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ Nobuyasn Fukgtsu
--------------------------------------------
Name: Nobuyasn Fukgtsu
Title: General Manager
By:
--------------------------------------------
Name:
Title:
BANCA DI ROMA,
as Lender
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx
Title: 97271 97969
UBS AG, STAMFORD BRANCH,
as Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Executive Director
By: /s/ Xxxxx Xxxxx
--------------------------------------------
Name: Xxxxx Xxxxx
Title: Director, Recovery Management
AMENDMENT TWO
