Exhibit 10.60.2
EXECUTION COPY
AMENDMENT NO. 2, dated as of March 18, 2001 (this "AMENDMENT"), to
the Debt Service Reserve Guarantee, dated as of March 18, 1999 (the
"GUARANTEE"), made by EDISON MISSION ENERGY, a California corporation (the
"GUARANTOR"), in favor of UNITED STATES TRUST COMPANY OF NEW YORK, as
Collateral Agent (in such capacity, the "COLLATERA1 AGENT") for certain
senior secured creditors of Edison Mission Holdings Co., a California
corporation (the "BORROWER").
RECITALS
A. The Borrower has entered into a Credit Agreement, dated as of
March 18, 1999 (as the same may be amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"; the loans made
thereunder, the "LOANS"), with certain financial institutions (collectively,
the "LENDERS") and Citicorp USA, Inc., as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT").
B. Under Section 8.2.7 of the Credit Agreement, the Borrower has
agreed not to make any Restricted Payments (as therein defined) unless, INTER
ALIA, the Debt Service Reserve Requirement (as therein defined) is satisfied.
C. The Debt Service Reserve Requirement may be satisfied by cash,
certain letters of credit, a guarantee by the Guarantor or a combination
thereof.
D. In connection with the issuance by the Borrower of $300 million
in aggregate principal amount of Senior Secured Bonds due 2019 and $530
million in aggregate principal amount of Senior Secured Bonds due 2026
(collectively, the "BONDS"; the trustee to the holders thereof, the
"TRUSTEE"), the parties thereto have entered into Amendment No. 1, dated as
May 27, 1999, pursuant to which the Guarantee Amount has been reduced to U.S.
$3,000,000).
E. The Guarantor has requested, and, upon this Amendment becoming
effective, the Collateral Agent has agreed, that the amount of the guarantee
provided for in the Guarantee be amended in the manner provided for in this
Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. AMENDMENTS.
1.1 AMENDMENT OF DEFINITIONS. The definition of the term
"Guarantee Cap" contained in Section 1(b) of the Guarantee is hereby
amended by deleting the current definition in its entirety and
substituting in lieu thereof the following:
"GUARANTEE AMOUNT" means nine million U.S. Dollars
(U.S.$9,000,000).
1.2 AMENDMENT OF SECTION 2. Section 2(a) of the Guarantee is
hereby amended by deleting the phrase "during any Fiscal Quarter shall in no
event exceed the Guarantee Amount for such Fiscal Quarter" at the end of the
second sentence of Section 2(a) of the Guarantee and replacing it with the
following:
"shall in no event exceed the Guarantee Amount".
2. COUNTERPARTS. This Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this letter by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
3. LIMITED EFFECT. Except as expressly provided herein, all of
the terms and provisions of the Guarantee are and shall remain in full force and
effect.
4. SEVERABILITY. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
5. CONDITIONS TO EFFECTIVENESS. The amendment provided for
herein shall become effective on the date the Collateral Agent shall have
received
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counterparts of this Amendment duly executed and delivered by the Guarantor
and consented to by the Administrative Agent and the Trustee.
6. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
EDISON MISSION ENERGY
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Collateral Agent
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Assistant Vice President
Acknowledged and Consented to by:
CITICORP USA, INC., as Administrative Agent
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Assistant Vice President
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