Exhibit 10.65.1
AMENDMENT ONE
AMENDMENT ONE (this "AMENDMENT"), dated as of August 17, 2000, by and among
EDISON MISSION ENERGY, (the "GUARANTOR"), EME FINANCE UK LIMITED (the
"BORROWER"), the BANKS (as defined below) consenting hereto and BARCLAYS BANK
PLC, as Facility Agent (the "FACILITY AGENT") for the Banks.
WHEREAS, the Borrower, certain banks party thereto (the "BANKS"),
Barclays Capital and Credit Suisse First Boston, as arrangers, and the Facility
Agent have entered into that certain Coal and CAPEX Facility Agreement dated
July 16, 1999 (the "FACILITY AGREEMENT");
WHEREAS, pursuant to the Facility Agreement the Guarantor issued that
certain Guarantee, dated as of July 16, 1999 (the "GUARANTEE"), in favor of the
Facility Agent, as Facility Agent for the Banks, which sets forth, INTER ALIA,
certain covenants of the Guarantor;
WHEREAS, pursuant to Clause 22 of the Facility Agreement, the consent
of the Majority Banks and the Facility Agent is required for any amendment to
the Guarantee;
WHEREAS, the Guarantor and its Subsidiary, Midwest Generation, LLC
("MIDWEST"), desire to enter into the Leveraged Lease Transaction (as defined
herein); and
WHEREAS, the Guarantor has requested, and the Facility Agent and the
Banks party hereto have agreed, to amend certain provisions of the Guarantee 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 Guarantee are used herein (and in the introductions and
recitals hereto) as defined therein.
Section 2. AMENDMENT TO THE GUARANTEE. Subject to the satisfaction of
the conditions precedent specified in Section 3 below, but effective as of the
Amendment Effective Date, the Guarantee shall be amended as follows:
AMENDMENT ONE TO GUARANTEE
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(a) SECTION 1.1. of the Guarantee shall be amended by adding the following
definitions:
""LEVERAGED LEASE BASIC DOCUMENTS" means the Operative 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 Generation, LLC, the Guarantor, 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 Trustees; (ii) the
Participation Agreement dated as of August 17, 2000 by and among
Midwest Generation, LLC, the Guarantor, 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 Trustees; (iii) the
Participation Agreement dated as of August 17, 2000 by and among
Midwest Generation, LLC, the Guarantor, 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 Trustees; and (iv) the
Participation Agreement dated as of August 17, 2000 by and among
Midwest Generation, LLC, the Guarantor, 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 Trustees.
"LEVERAGED LEASE TRANSACTION" means the transactions consummated
pursuant to the Leveraged Lease Participation Agreement and the
Leveraged Lease Basic Documents.".
(b) SECTION 4.2.4. of the Guarantee shall be amended by (i) deleting the
"and" at the end of SUBSECTION 4.2.4.(IV) of the Guarantee; (ii) deleting the
period at the end of SUBSECTION 4.2.4.(V) of the Guarantee and replacing it with
the following: "; and"; and (iii) adding SUBSECTION 4.2.4.(VI) to SECTION 4.2.4.
of the Guarantee as follows:
"(f) Investments in or on behalf of Persons primarily engaged in the
power generation, power sales or power transmission business or in
transactions related to such business.".
AMENDMENT ONE TO GUARANTEE
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(c) SECTION 4.2.6. of the Guarantee shall be amended by (i) deleting the
period at the end of SUBSECTION 4.2.6.(II) of the Guarantee and (ii) adding the
following language at the end of SUBSECTION 4.2.6.(II) of the Guarantee after
the word "Investments":
"or are used to purchase or repay Indebtedness ranking equal in right
of payment to senior unsecured Indebtedness of the Guarantor.".
(d) SECTION 4.2.7. of the Guarantee 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 contract or arrangement with an Affiliate
for the purposes of this SECTION 4.2.7.".
(e) SECTION 4.2.8. of the Guarantee shall be amended by (i) adding the
following after the word "Document" in the second line of SECTION 4.2.8. of the
Guarantee: ", any Leveraged Lease Basic Document, any agreement with respect to
any Indebtedness entered into by the Guarantor or any of its Subsidiaries in
connection with the Leveraged Lease Transaction".
Section 3. CONDITIONS PRECEDENT. This Amendment shall become effective
and the Guarantee shall be amended on the date (the "AMENDMENT EFFECTIVE DATE")
on which the Facility Agent shall have executed the Amendment and shall have
received from the Guarantor, the Borrower and the Majority Banks a copy of this
Amendment (whether the same or different copies) duly executed and delivered by
the Guarantor, the Borrower and the Banks. Notwithstanding the preceding
sentence, this Amendment shall not become effective and the Guarantee shall not
be amended on the Amendment Effective Date (a) if a Potential Event of Default
or an Event of Default has occurred and is continuing on such date and (b)
unless, except as disclosed in the Guarantor's filings with the Securities and
Exchange Commission pursuant to the Exchange Act of 1934, the representations
and warranties of the Guarantor 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 Facility Agent shall notify
the Banks of the Amendment Effective Date promptly following the effectiveness
of this Amendment.
AMENDMENT ONE TO GUARANTEE
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Section 4. MISCELLANEOUS. Except as expressly amended hereby, all of
the terms and provisions of the Guarantee 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 laws of England.
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AMENDMENT ONE TO GUARANTEE
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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/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Date: August 24, 2000
EME FINANCE UK LIMITED
By: /s/ Xxxxx Xxxxxxx - Xxxx
Name: Xxxxx Xxxxxxx - Xxxx
Title: Director
Date: August 24, 2000
BARCLAYS BANK PLC, as Facility Agent
for the Banks party to the Coal and CAPEX
Facility Agreement
By: /s/ Xxxxxx Xxxx
-----------------------------
Name: Xxxxxx Xxxx
Title: Manager
Date: August 22, 2000
BARCLAYS BANK PLC, on behalf of, and
with the consent of, the Majority Banks
By: /s/ Xxxxxx Xxxx
-----------------------------
Name: Xxxxxx Xxxx
Title: Manager
Date: August 22, 2000
AMENDMENT ONE TO GUARANTEE
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