AMENDMENT ONE

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Exhibit 10.92.1

AMENDMENT ONE

        AMENDMENT ONE (this "Amendment") dated as of November 14, 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 September 13, 2001 (the "Credit Agreement");

        WHEREAS, the Borrower has requested that the Lenders adjust the applicable fees for Letters of Credit, to reflect the original understanding between the parties regarding the applicable fees.

        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 by deleting Annex I and Annex II to the Credit. Agreement and by replacing them in their entirety with Exhibit A and Exhibit B 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:

        (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 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 third quarter of 2001); and

        (c)  As of the Amendment Effective Date, no Default shall have occurred and be continuing after giving effect to this Amendment.

        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.

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:      Sr. V.P. and Chief Financial Officer
		CITICORP USA, INC.,     as Administrative Agent and Lender
		By:	/s/  XXXXXX XXX Name:    Xxxxxx Xxx Title:      Managing Director
		CITIBANK, N.A.,     as Issuing Lender
		By:	/s/  XXXXXX XXX Name:    Xxxxxx Xxx Title:      Managing Director
		CREDIT SUISSE FIRST BOSTON,     as Lender
		By:	/s/  XXXXX X. XXXXXXXX Name:    Xxxxx X. Xxxxxxxx Title:      Director
		By:	/s/  XXXXXX X. XXXXXX Name:    Xxxxxx X. Xxxxxx Title:      Managing Director
		SOCIETE GENERALE,     as Lender
		By:	/s/  XXXXX XXXX Name:    Xxxxx Xxxx Title:      Vice President
		BANK OF MONTREAL     as Lender
		By:	/s/  CAHAL X. XXXXXXX Name:    Cahal X. Xxxxxxx Title:      Director

S-1

		TORONTO DOMINION (TEXAS), INC.     as Lender
		By:	/s/  XXXXX XXXXXX Name:    Xxxxx Xxxxxx Title:      Vice President
		WESTDEUTSCHE LANDESBANK     GIROZENTRALE, New York Branch     as Documentation Agent and as Lender
		By:	/s/  XXXXXXX X. XXXX Name:    Xxxxxxx X. Xxxx Title:      Managing Director and Head                   of Energy Group
		By:	/s/  XXXXX XXXXXXX Name:    Xxxxx Xxxxxxx Title:      Director
		ABN AMRO BANK N.V.,     as Lender
		By:	/s/  XXXXXXX XXXX Name:    Xxxxxxx Xxxx Title:      Group Vice President
		By:	/s/  XXXXX X. X. XXX XXXX Name:    Xxxxx X. X. Xxx Xxxx Title:      Assistant Vice President
		BARCLAYS BANK PLC,     as Lender
		By:	/s/  SYDNEY X. XXXXXX Name:    Sydney X. Xxxxxx Title:      Director
		BANK OF AMERICA, N.A.     as Lender
		By:	/s/  XXXXXXX X. XXXXX Name:    Xxxxxxx X. Xxxxx Title:      Vice President

S-2

		AUSTRALIA AND NEW ZEALAND BANKING     GROUP LIMITED,     as Lender
		By:	/s/  XXX X. XXXXXXX Name:    Xxx X. Xxxxxxx Title:      Executive Vice President/Americas
		BANK OF NOVA SCOTIA,     as Lender
		By:	/s/  XXXX X. QUICK Name:    Xxxx X. Quick Title:      Managing Director
		BAYERISCHE LANDESBANK     GIROZENTRALE,     as Lender
		By:	/s/  DIETMAI XXXX Name:    Dietmai Xxxx Title:      First Vice President
		By:	/s/  XXXXXXXX XXXXXXXXXXX Name:    Xxxxxxxx Xxxxxxxxxxx Title:      Vice President
		THE CHASE MANHATTAN BANK,     as Lender
		By:	/s/  XXXXXX X. XXXXX Name:    Xxxxxx X. Xxxxx Title:      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

S-3

		ING (U.S.) CAPITAL LLC,     as Lender
		By:	/s/  XXXXX XXXXXX Name:    Xxxxx Xxxxxx Title:      Managing Director
		By:	/s/  XXXXXX X. XXXXXX Name:    Xxxxxx X. Xxxxxx Title:      Vice President
		KBC BANK, N.V.,     as Lender
		By:	/s/  XXXX-XXXXXX DIELS Name:    Xxxx-Xxxxxx Diels Title:      First Vice President
		By:	/s/  XXXX XXXXXX Name:    Xxxx Xxxxxx Title:      Vice President
		UNION BANK OF CALIFORNIA, N.A.,     as Lender
		By:	/s/  XXXXXX X. XXXXX Name:    Xxxxxx X. Xxxxx Title:      Vice President
		UBS AG, Stamford Branch,     as Lender
		By:	/s/  XXXXXXXX X'XXXXX Name:    Xxxxxxxx X'Xxxxx Title:      Director, Banking Products Services
		By:	/s/  XXXXX X. XXXXXXXX Name:    Xxxxx X. Xxxxxxxx Title:      Associate Director                   Banking Products Services, US

S-4

EXHIBIT A
ANNEX I

EDISON MISSION ENERGY
Tranche A Pricing Grid

BASIS FOR PRICING		LEVEL 1 LT Senior Unsecured Debt Rated at Least BBB by S&P And Baa2 by Xxxxx'x.		LEVEL 2 LT Senior Unsecured Debt Rated Less Than Level 1 But at Least BBB- by S&P And Baa3 by Xxxxx'x.		LEVEL 3 LT Senior Unsecured Debt Rated Less Than Level 2 But at Least BB+ by S&P And Ba1 by Xxxxx'x.		LEVEL 4 LT Senior Unsecured Debt Rated Lower Than Level 3.
Base Rate Applicable Margin		75.00 bps		137.50 bps		200.00 bps		262.50 bps
Facility Fee(1)		50.00 bps		62.50 bps		75.00 bps		87.50 bps
LIBO Applicable Margin		175.00 bps		237.50 bps		300.00 bps		362.50 bps
Drawn Cost(2)		LIBOR +    225.00 bps Base Rate + 125.00 bps		LIBOR +    300.00 bps Base Rate + 200.00 bps		LIBOR +    375.00 bps Base Rate + 275.00 bps		LIBOR +    450.00 bps Base Rate + 350.00 bps
Financial Letter of Credit Fee		175.00 bps		237.50 bps		300.00 bps		362.50 bps
Performance Letter of Credit Fee		62.50 bps		87.50 bps		112.50 bps		137.50 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

EXHIBIT B
ANNEX II

EDISON MISSION ENERGY
Tranche B Pricing Grid

BASIS FOR PRICING		LEVEL 1 LT Senior Unsecured Debt Rated at Least BBB by S&P And Baa2 by Xxxxx'x.		LEVEL 2 LT Senior Unsecured Debt Rated Less Than Level 1 But at Least BBB- by S&P And Baa3 by Xxxxx'x.		LEVEL 3 LT Senior Unsecured Debt Rated Less Than Level 2 But at Least BB+ by S&P And Ba1 by Xxxxx'x.		LEVEL 4 LT Senior Unsecured Debt Rated Lower Than Level 3.
Base Rate Applicable Margin		62.50 bps		125.00 bps		187.50 bps		250.00 bps
Facility Fee(1)		62.50 bps		75.00 bps		87.50 bps		100.00 bps
LIBO Applicable Margin		162.50 bps		225.00 bps		287.50 bps		350.00 bps
Drawn Cost(2)		LIBOR +    225.00 bps Base Rate + 125.00 bps		LIBOR +    300.00 bps Base Rate + 200.00 bps		LIBOR +    375.00 bps Base Rate + 275.00 bps		LIBOR +    450.00 bps Base Rate + 350.00 bps
Financial Letter of Credit Fee		162.50 bps		225.00 bps		287.50 bps		350.00 bps
Performance Letter of Credit Fee		50.00 bps		75.00 bps		100.00 bps		125.00 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

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Exhibit 10.92.1