Exhibit 10.84.1
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, N.A.., 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 May 30, 2000 (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
Administrative Agent have agreed, to amend and waive certain provisions of the
Credit Agree ment 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:
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 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 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.".
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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 EME senior unsecured Indebtedness.".
(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 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 7.2.8.".
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.
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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
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Name: Xxxxx X. Xxxxx
Title: SVP and Chief Financial Officer
Date: August 3, 2000
BANK OF AMERICA, N.A.,
as Administrative Agent and Initial Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Principal
Date: August 7, 2000
KBC BANK N.V.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: First Vice President
Date: August, 2000
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Date: August, 2000
BARCLAYS BANK PLC
By: /s/ Sydney X. Xxxxxx
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Name: Sydney X. Xxxxxx
Title: Director
Date: August, 0000
XXXXXXX XXXXXXXX
(XXXXX) INC.
By: /s/ Xxxx Xxxxxx
---------------
Name: Xxxx Xxxxxx
Title: Vice President
Date: August, 2000
UNICREDITO ITALIANO
By: /s/ Xxxxxxxxxx Xxxxxxx
----------------------
Name: Xxxxxxxxxx Xxxxxxx
Title: First Vice President
Date: August 8, 2000
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Date: August 8, 2000
WESTDEUTSCHE LANDESBANK,
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Director
Date: August 8, 2000
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Manager
Date: August 8, 2000
