Exhibit 10.61.1
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) CITICORP USA, INC., as
Administrative Agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT").
WHEREAS, EME, the Lenders and the Administrative Agent have
entered into that certain Credit Agreement, dated as of March 18, 1999 (as
heretofore amended, modified and supplemented, the "CREDIT AGREEMENT"), which
sets 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
Administrative Agent have agreed, to amend 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 in alphabetical order:
AMENDMENT ONE TO CREDIT AGREEMENT
""LEVERAGED LEASE BASIC DOCUMENTS" means the Basic Documents as
defined in the Leveraged Lease Participation Agreement.
"LEVERAGED LEASE PARTICIPATION AGREEMENT" means, collectively,
(i) the Participation Agreement to be entered into among Midwest
Generation, LLC, the Borrower, 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 to be entered into among Midwest
Generation, LLC, the Borrower, 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 to be entered into among Midwest
Generation, LLC, the Borrower, 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; and (iv) the
Participation Agreement to be entered into among Midwest
Generation, LLC, the Borrower, 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 consummated
pursuant to the Leveraged Lease Participation Agreement and the
Leveraged Lease Basic Documents.".
(b) SECTION 7.2.5 of the Credit Agreement shall be amended by (i)
deleting the "and" at the end of SUBSECTION 7.2.5(d) of the Credit Agreement;
(ii) deleting the period at the end of SUBSECTION 7.2.5(e) of the Credit
Agreement and replacing it with the following: "; and"; and (iii) adding
SUBSECTION 7.2.5(f) to SECTION 7.2.5 of the Credit Agreement as follows:
"(f) Investments in Persons primarily engaged in the power
generation, power sales or power transmissions business.".
AMENDMENT ONE TO CREDIT AGREEMENT
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(c) SECTION 7.2.7 of the Credit Agreement shall be amended by (i)
deleting the period at the end of SUBSECTION 7.2.7(b) of the Credit Agreement
and (ii) adding the following language at the end of SUBSECTION 7.2.7(b) of
the Credit Agreement after the word "Investments":
"or are used to purchase or repay Indebtedness ranking equal in
right of payment to the Indebtedness of the Borrower hereunder.".
(d) SECTION 7.2.8 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 Leveraged Lease Basic Documents shall be deemed not to be
contracts or arrangements with an Affiliate for the purposes of
this SECTION 7.2.8.".
(e) SECTION 7.2.9 of the Credit Agreement shall be amended by (i)
adding the following after the word "excluding" in the second line of SECTION
7.2.9 of the Credit Agreement: "(i)"; and (ii) adding the following after the
word "Indebtedness" in line four of SECTION 7.2.9 of the Credit Agreement:
"and, (ii) any Leveraged Lease Basic Document and 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 become
effective and the Credit Agreement shall be amended on the date (the
"AMENDMENT EFFECTIVE DATE") on which (a) the Administrative Agent shall have
received from the Borrower and the Required Lenders a copy of this Amendment
(whether the same or different copies) duly executed and delivered by the
Borrower and the Required Lenders and (b) the Leveraged Lease Transaction
shall have been consummated pursuant to the Leveraged Lease Basic Documents
and the Leveraged Lease Participation Agreement in form and substance
substantially similar to the versions in effect on the date hereof, with any
material changes as the Administrative Agent shall have approved.
Notwithstanding the preceding sentence, this Amendment shall not become
effective and the Credit Agreement shall not be amended on the Amendment
Effective Date (a) if a Default or an Event of Default has occurred and is
continuing on such date and (b) unless, except as disclosed in the Borrower's
filings with the Securities and Exchange Commission pursuant to the Exchange
Act of 1934, as
AMENDMENT ONE TO CREDIT AGREEMENT
-3-
amended, the representations and warranties of the Borrower contained in the
Loan Documents are true and correct in all material respects as of the
Amendment Effective Date with the same effect as though such representations
and warranties had been made on and as of the Amendment Effective Date
(except for such representations and warranties made as of a specified date,
which shall be true and correct in all material respects as of such specified
date). The Administrative Agent shall notify the Lenders of the Amendment
Effective Date promptly following the effectiveness of this Amendment.
Section 5. EXPENSES. The Borrower agrees to pay and reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the negotiation, execution and delivery
of this Amendment, including the reasonable fees and expenses of counsel.
Section 6. 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 and by facsimile signature, all of which taken together shall
constitute one and the same original 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/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Treasurer
CITICORP USA, INC.,
as Administrative Agent and Initial Lender
By: /s/ Xxxxxx Xxx
-------------------------------
Name: Xxxxxx Xxx
Title: Managing Director
(Attorney-In-Fact)
CREDIT SUISSE FIRST BOSTON,
as Initial Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
By: /s/ Xxxx X' Xxxx
-------------------------------
Name: Xxxx X' Xxxx
Title: Vice President
AMENDMENT ONE TO CREDIT AGREEMENT
XXXXXX COMMERCIAL PAPER
INC.,
as Initial Lender
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
SOCIETE GENERALE,
as Initial Lender
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
Title: Vice President
ABN AMRO BANK N.V.,
as Lender
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President/
Managing Director
By: /s/ Xxxxxxx Babaya
-------------------------------
Name: Xxxxxxx Babaya
Title: Assistant Vice President
AUSTRALIA & NEW ZEALAND
BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
AMENDMENT ONE TO CREDIT AGREEMENT
BANCO DI NAPOLI,
as Assignee
By:
Name:
Title:
UNION BANK OF CALIFORNIA,
as Lender
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: 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 Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Managing Director
AMENDMENT ONE TO CREDIT AGREEMENT
BARCLAYS BANK PLC,
as Lender
By:
Name:
Title:
BAYERISCHE HYPO-UND
VEREINSBANK AG,
as Lender
By:
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ Xxxxxx von Kistowsky
-------------------------------
Name: Xxxxxx von Kistowsky
Title: Senior Vice President /
Branch Director
By: /s/ Xxxxxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Vice President
AMENDMENT ONE TO CREDIT AGREEMENT
CREDIT LYONNAIS,
as Lender
BNP PARIBAS,
as Lender
By:
Name:
Title:
COMMERZBANK AG,
as Lender
By:
Name:
Title:
CREDIT INDUSTRIEL ET
COMMERCIAL
as Lender
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
By: /s/ Xxxx X. Palin
-------------------------------
Name: Xxxx X. Palin
Title: Vice President
CREDIT LOCAL DE FRANCE,
as Lender
By:
Name:
Title:
AMENDMENT ONE TO CREDIT AGREEMENT
CREDIT LYONNAIS,
as Lender
By:
Name:
Title:
DRESDNER BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Treasurer
INDUSTRIAL BANK OF JAPAN,
as Lender
By:
Name:
Title:
ING US CAPITAL CORP,
as Lender
By:
Name:
Title:
AMENDMENT ONE TO CREDIT AGREEMENT
NORDEUTSCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ Bruno X-X Xxxxxx
-------------------------------
Name: Bruno X-X Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxx
Title: A.T.
CITIBANK, N.A.,
as Lender
By:
Name:
Title:
ROYAL BANK OF SCOTLAND,
as Lender
By: /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
AMENDMENT ONE TO CREDIT AGREEMENT
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
By: /s/ Xxxxx Derueloy
-------------------------------
Name: Xxxxx Derueloy
Title: Manager
AMENDMENT ONE TO CREDIT AGREEMENT
