Exhibit 10.15.1
AMENDMENT ONE
AMENDMENT ONE (this "AMENDMENT") dated as of August 17, 2000 by and among
(i) EDISON MISSION ENERGY, ("EME"), (ii) CERTAIN COMMERCIAL LENDING INSTITUTIONS
PARTY HERETO, (the "LENDERS") and (iii) BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION., as agent for the Lenders (in such capacity, the "AGENT").
WHEREAS, EME, the Lenders and the Administrative Agent have entered
into that certain Second Amended and Restated Credit Agreement, dated as of
October 11, 1996 (as heretofore amended, modified and supplemented, the "CREDIT
AGREEMENT"), which set forth, INTER ALIA, certain covenants of EME;
WHEREAS, EME and its Subsidiary Midwest Generation, LLC ("MIDWEST")
desire to enter into the Leveraged Lease Transaction (as defined herein); and
WHEREAS, EME has requested, and the Lenders and the Agent have agreed,
to amend and waive certain provisions of the Credit Agreement so as to permit
the Leveraged Lease Transaction;
NOW, THEREFORE, 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 adding the
following definitions:
""LEVERAGED LEASE BASIC DOCUMENTS" means the Basic Documents as
defined in the Leveraged Lease Participation Agreement.
AMENDMENT ONE TO CREDIT AGREEMENT
"LEVERAGED LEASE PARTICIPATION AGREEMENT" means, collectively, (i) the
Participation Agreement dated as of August 17, 2000 by and among
Midwest, Edison Mission Energy, Powerton Trust I, Powerton Generation
I, LLC, Wilmington Trust Company, United States Trust Company of New
York, as Lease Indenture Trustee and United States Trust Company of
New York, as Pass Through Trustee; (ii) the Participation Agreement
dated as of August 17, 2000 by and among Midwest, Edison Mission
Energy, Powerton Trust II, Powerton Generation II, LLC, Wilmington
Trust Company, United States Trust Company of New York, as Lease
Indenture Trustee and United States Trust Company of New York, as Pass
Through Trustee; (iii) the Participation Agreement dated as of August
17, 2000 by and among Midwest, Edison Mission Energy, Joliet Trust I,
Joliet Generation I, LLC, Wilmington Trust Company, United States
Trust Company of New York, as Lease Indenture Trustee and United
States Trust Company of New York, as Pass Through Trustee; (iv) the
Participation Agreement dated as of August 17, 2000 by and among
Midwest, Edison Mission Energy, Joliet Trust II, Joliet Generation II,
LLC, Wilmington Trust Company, United States Trust Company of New
York, as Lease Indenture Trustee and United States Trust Company of
New York, as Pass Through Trustee.
"LEVERAGED LEASE TRANSACTION" means the transaction pursuant to the
Leveraged Lease Participation Agreement and the Leveraged Lease Basic
Documents.".
(b) SECTION 8.2.5. of the Credit Agreement shall be amended by (i) deleting
the "and" at the end of SUBSECTION 8.2.5.(D) of the Credit Agreement; (ii)
placing the following after the semicolon at the end of SUBSECTION 8.2.5.(E) of
the Credit Agreement: "and"; (iii) adding SUBSECTION 8.2.5.(F) to SECTION 8.2.5.
of the Credit Agreement as follows:
"(f) Investments in Persons primarily engaged in the power generation,
power sales or power transmissions business;"
and (iv) changing the "(f)" in the subsection following the proviso in SECTION
8.2.5. of the Credit Agreement to "(g)".
AMENDMENT ONE TO CREDIT AGREEMENT
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(c) SECTION 8.2.7. of the Credit Agreement shall be amended by (i) deleting
the period at the end of SUBSECTION 8.2.7.(B) of the Credit Agreement and (ii)
adding the following language at the end of SUBSECTION 8.2.7.(B) of the Credit
Agreement after the word "Investments":
"or are used to purchase or repay Indebtedness ranking equal in right
of payment to EME senior unsecured Indebtedness.".
(d) SECTION 8.2.8. of the Credit Agreement shall be amended by adding the
following sentence at the end of the section:
"Notwithstanding the foregoing, the Leveraged Lease Transaction and
the transactions contemplated by the Leveraged Lease Basic Documents
shall be deemed not to be a Transaction with an Affiliate for the
purposes of this SECTION 8.2.8.".
(e) SECTION 8.2.9. of the Credit Agreement shall be amended by (i) adding
the following after the word "Document" in the fourth line of SECTION 8.2.9. of
the Credit Agreement: ", any Leveraged Lease Basic Document, any agreement with
respect to any Indebtedness entered into by the Borrower or any of its
Subsidiaries in connection with the Leveraged Lease Transaction".
Section 3. CONDITIONS PRECEDENT. This Amendment shall not become
effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of the
parties hereto has received delivery of this Amendment duly executed and
delivered by each other party hereto.
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 ONE TO CREDIT AGREEMENT
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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/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
Date: August 3, 0000
XXXX XX XXXXXXX NATIONAL
TRUST AND SAVINGS
ASSOCIATION,
as Administrative Agent, Issuing Bank and
Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title: Principal
Date: August 7, 2000
UBS, AG,
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Director, Banking Product
Services, US
Date: August 9, 2000
AMENDMENT ONE TO CREDIT AGREEMENT
BANK OF MONTREAL
By: /s/ Cahal X. Xxxxxxx
--------------------
Name: Cahal X. Xxxxxxx
Title: Director
Date: August 9, 2000
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Nobuyasu Fukatsu
--------------------------
Name: Nobuyasu Fukatsu
Title: General Manager
Date: August 11, 2000
SOCIETE GENERALE
By: /s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Vice President
Date: August 9, 0000
XXX XXXX XX XXXX XXXXXX
By: /s/ Xxxx Xxxxx
--------------------------
Name: Xxxx Xxxxx
Title: Managing Director
Date: August 9, 2000
AMENDMENT ONE TO CREDIT AGREEMENT
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: August 3, 2000
CITICORP USA, INC.
By: /s/ Xxxxxx Xxx
--------------------------
Name: Xxxxxx Xxx
Title: Managing Director
Attorney-In-Fact
Date: August 9, 2000
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Director
Date: August 7, 2000
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
Date: August 7, 2000
AMENDMENT ONE TO CREDIT AGREEMENT
THE FUJI BANK, LIMITED
By: /s/ Shinzo Nishitate
--------------------------
Name: Shinzo Nishitate
Title: Senior Vice President
Date: August 8, 2000
KBC BANK N.V.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
Date: August, 2000
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Date: August, 2000
THE SANWA BANK, LIMITED
By: /s/ Xxxxxxx Xxxx
--------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
Date: August 11, 2000
AMENDMENT ONE TO CREDIT AGREEMENT
THE SUMITOMO BANK, LTD
By: /s/ Xx Xxxxxxxx
--------------------------
Name: Xx Xxxxxxxx
Title: Senior Vice President
Date: August 15, 2000
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxxxx Xxxxxxx
--------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
Date: August 10, 2000
AMENDMENT ONE TO CREDIT AGREEMENT
