Exhibit 10.61.2
EXECUTION COUNTERPART
AMENDMENT TWO
AMENDMENT TWO (this "AMENDMENT") dated as of March 15, 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 March 18, 1999 (as
heretofore amended, modified and supplemented, the "CREDIT AGREEMENT");
WHEREAS, the Borrower has requested that the Lenders renew their
Commitments and extend the Commitment Termination Date to May 29, 2001.
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 as follows:
(a) SECTION 1.1 of the Credit Agreement shall be amended by
deleting CLAUSE (a) of the definition of "COMMITMENT TERMINATION DATE" in its
entirety and replacing it with the following:
"(a) May 29, 2001 or, if such date has been extended by
any Lender pursuant to SECTION 2.6, then, with respect to the
Commitment of such Lender, such date as determined pursuant to
SECTION 2.6;"
(b) SECTION 1.1 of the Credit Agreement shall be amended by adding
the following definitions in alphabetical order:
""AMENDMENT EFFECTIVE DATE" shall have the meaning
assigned to such term in Section 3 of Amendment Two to this
Agreement.
"CAPITAL STOCK" means, with respect to any Person, any
and all shares, interests, participations or other equivalents
(however designated, whether voting or non-voting) of, or interests
in (however designated), the equity of such Person, including,
without limitation, all common stock and preferred stock and
partnership and joint venture interests of such Person.
"CONSOLIDATED NET WORTH" means, at any date, the
consolidated
2
stockholders' equity of the Borrower and its Consolidated
Subsidiaries determined as of such date without giving effect to
any accumulated other comprehensive gain or loss after
December 31, 1999 plus, to the extent not otherwise included
therein, (a) the liquidation preference at such date of
non-redeemable preferred stock of the Borrower and (b) Equity
Preferred Securities.
"CONSOLIDATED OPERATING PROJECTS" means any electric
generation facilities, oil and gas properties, trading activities,
and operation and maintenance services in which the Borrower or its
Subsidiaries have a direct or indirect ownership greater than 50%.
"CONSOLIDATED SUBSIDIARY" means, at any date with
respect to any Person, any Subsidiary of such Person or other entity
the accounts of which would be consolidated with those of such
Person in its consolidated financial statements if such statements
were prepared as of such date.
"DISTRIBUTIONS" means any interest or principal payments
on loans, distributions, management fees and dividends to the
Borrower or any of its Subsidiaries made by a Non-Consolidated
Operating Project.
"DERIVATIVES OBLIGATIONS" of any Person means all
obligations of such Person in respect of any rate swap transaction,
basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect
to any of the foregoing transactions) or any combination of the
foregoing transactions. For purposes of determining the Recourse
Debt to Recourse Capital Ratio on any date, the Derivatives
Obligations of the Borrower shall be determined on a "xxxx to
market" basis on such date.
"EME REVOLVERS" means, collectively, the Credit
Agreement, the May Credit Agreement and the October Credit
Agreement.
"EQUITY PREFERRED SECURITIES" means securities issued by
the Borrower (a) that are not subject to mandatory redemption or the
underlying securities, if any, of which are not subject to mandatory
redemption, (b) that are perpetual or mature no less than 30 years
from the date of issuance, (c) the indebtedness issued in connection
with which, including any guaranty, is subordinate in right of
payment to the unsecured and unsubordinated indebtedness of the
issuer of such indebtedness or guaranty, and (d) the terms of which
permit the deferral of payment of interest or distributions thereon
to the date occurring after the Commitment Termination Date.
AMENDMENT TWO
3
"FUNDS FLOW FROM OPERATIONS" means, for any period,
Distributions plus Operating Cash Flow plus interest income during
such period less Operating Expenses during such period.
"INTEREST COVERAGE RATIO" means, for any period, the
ratio of (a) Funds Flow from Operations during such period to (b)
Interest Expense for such period.
"INTEREST EXPENSE" means the accrued interest expense of
all the Borrower's senior recourse indebtedness, but shall exclude
any intercompany obligation on which interest or the equivalent is
received by the Borrower.
"MAJOR PROJECTS" means the First Hydro plant, the Xxx
Xxxx B plant, the Xxxxx City Generating Station, the plants located
in Illinois owned by Midwest Generation, LLC, the Kern River
cogeneration facility, the Midway Sunset cogeneration facility, the
Xxxxxx cogeneration facility and the Sycamore cogeneration facility.
"MAY CREDIT AGREEMENT" means the Credit Agreement dated
as of May 30, 2000 among the Borrower, certain commercial lending
institutions party thereto and Bank of America, N.A. as the
administrative agent.
"MIDWEST" means Midwest Generation, LLC.
"NET CASH PROCEEDS" means (a) in connection with an
asset disposition permitted under SECTION 7.2.7, the cash proceeds
received from such asset disposition by the Borrower, net of
attorney's fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith and (b) in
connection with any issuance or sale of indebtedness or Capital
Stock, the cash proceeds received from such issuance or incurrence,
net of attorney's fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith.
"NON-CONSOLIDATED OPERATING PROJECTS" means any electric
generation facilities, oil and gas properties, trading activities,
and operation and maintenance services in which the Borrower or its
Subsidiaries have a direct or indirect ownership equal to or less
than 50%.
"OCTOBER CREDIT AGREEMENT" means the Credit Agreement
dated as of October 11, 1996 among the Borrower, certain commercial
lending institutions party thereto and Bank of America National
Trust and Savings Association as the administrative agent.
"OPERATING CASH FLOW" means, for any period, the excess
of accrued Project Revenues during such period less accrued Project
Operating Expenses less accrued Project Debt Service during such
period from the Consolidated Operating Projects.
AMENDMENT TWO
4
"OPERATING EXPENSES" means, for any period, all amounts
accrued by the Borrower in the conduct of its business during such
period, including utilities, general and administrative expenses,
employee salaries, wages and other employment-related costs, fees
for letters of credit, surety bonds and performance bonds. Operating
Expenses do not include federal and state taxes, depreciation or
amortization, and other non-cash charges.
"POWERTON/JOLIET GUARANTEES" means, collectively, (i)
the Guaranty Agreement dated as of August 17, 2000 made by the
Borrower in favor of Powerton Trust I that, among other things,
guarantees the payment by Midwest of certain liabilities payable to
Powerton Trust I, (ii) the Guaranty Agreement dated as of August 17,
2000 made by the Borrower in favor of Powerton Trust II that, among
other things, guarantees the payment by Midwest of certain
liabilities payable to Powerton Trust II, (iii) the Guaranty
Agreement dated as of August 17, 2000 made by the Borrower in favor
of Joliet Trust I that, among other things, guarantees the payment
by Midwest of certain liabilities payable to Joliet Trust I and (iv)
the Guaranty Agreement dated as of August 17, 2000 made by the
Borrower in favor of Joliet Trust II that, among other things,
guarantees the payment by Midwest of certain liabilities payable to
Joliet Trust II.
"POWERTON/JOLIET INTERCOMPANY NOTES" means the
promissory notes of the Borrower dated as of August 24, 2000 having
an aggregate principal amount equal to $1,367,000,000, evidencing in
each case a loan from Midwest to the Borrower.
"PROJECT DEBT SERVICE" means, for any period, all
accrued interest and principal payments during such period for the
Consolidated Operating Projects. Any principal payments made due to
refinancing shall be excluded.
"PROJECT OPERATING EXPENSES" means all accrued expenses
by the Consolidated Operating Projects which are necessary for the
continued operation and maintenance of the Consolidated Operating
Projects which shall include operating lease payments and foreign
taxes paid but exclude depreciation and amortization or any capital
expenditure undertaken primarily to increase the efficiency of,
expand or re-power the Consolidated Operating Projects or capital
expenditures for environmental purposes which are not required by
applicable law.
"PROJECT REVENUES" means, for any period, all accrued
revenues by the Consolidated Operating Projects during such period,
including revenues from the sale of energy and capacity, steam and
fuel plus accruals for business interruption insurance and all
interest and other income.
"RECOURSE DEBT" means, on any date, the sum (without
duplication) of the following indebtedness of the Borrower: (a) all
indebtedness for borrowed money other than Subordinated Debt; (b)
all guarantees for (i) indebtedness of the Subsidiaries and (ii)
rental expenses of the Subsidiaries; (c) all
AMENDMENT TWO
5
reimbursement obligations with respect to surety bonds, letters of
credit (to the extent not collateralized with cash or Cash
Equivalent Investments), bankers' acceptances and similar
instruments (in each case, whether or not matured); (d) all
obligations evidenced by notes, bonds, debentures or similar
instruments, including obligations so evidenced incurred in
connection with the acquisition of property, assets or businesses;
and (e) Derivative Obligations. For purposes of the foregoing,
(i) indebtedness of the Borrower shall exclude, to the extent
included, (A) indebtedness of the Borrower evidenced by the
Powerton/Joliet Intercompany Notes for so long as amounts payable
thereunder are subject to setoff against amounts paid under the
Powerton/Joliet Guarantees in accordance with the terms of the
Powerton/Joliet Intercompany Notes; (B) indebtedness of the Borrower
evidenced by the Synthetic Lease Intercompany Note for so long as
amount payable thereunder are subject to setoff against payments
under the Synthetic Lease Guarantee in accordance with the terms of
the Synthetic Lease Intercompany Note; and (C) indebtedness of the
Borrower under guarantees of rental expenses to the extent
attributable to lease indebtedness provided by Subsidiaries under
leasing transactions, including, without limitation, indebtedness of
the Borrower under the Synthetic Lease Guarantee to the extent
attributable to lease indebtedness provided by Subsidiaries as
Synthetic Lease Tranche A Loans; and (ii) the amount of indebtedness
of the Borrower under guarantees of rental expenses of the
Subsidiaries on any date of determination shall be the termination
value under the related lease on such date of determination
(adjusted so as to give effect to adjustments contemplated by clause
(i)(C) above, if applicable) plus reasonably anticipated indemnity
or other similar payments as of such date of determination; provided
that the amount of indebtedness of the Borrower under each
Powerton/Joliet Guarantee on any date of determination shall be the
Termination Value (or, if applicable, Special Termination Value) as
defined in such Powerton/Joliet Guarantee on such date of
determination plus reasonably anticipated indemnity or other similar
payments as of such date of determination.
"RECOURSE DEBT TO RECOURSE CAPITAL RATIO" means, on any
date, the ratio of: (a) Recourse Debt on such date to (b) the sum on
such date of (i) Consolidated Net Worth on such date PLUS (ii)
Recourse Debt.
"SYNTHETIC LEASE CREDIT AGREEMENT" means the
Credit Agreement dated as of June 23, 2000 among EME/CDL
Trust, Midwest Peaker Holdings, Inc., Citicorp Del-Lease,
Inc. and Citicorp North America, Inc.
"SYNTHETIC LEASE GUARANTEE" means the Guaranty Agreement
dated as of June 23, 2000 made by the Borrower in favor of the
EME/CDL Trust.
"SYNTHETIC LEASE INTERCOMPANY NOTE" means the
intercompany note of the Borrower dated as of July 10, 2000 having a
principal amount of $300,000,000, evidencing a loan from Midwest to
the Borrower.
"SYNTHETIC LEASE TRANCHE A LOANS" means the Tranche A
Loans
AMENDMENT TWO
6
(as defined in the Synthetic Lease Credit Agreement)."
(c) SECTION 3.1.1 of the Credit Agreement shall be amended by
deleting Section 3.1.1(b) in its entirety and replacing it with the following:
"(b) The Borrower shall (i) immediately upon any
acceleration of any Loans pursuant to SECTION 8.2 or SECTION 8.3,
repay all Loans, unless, pursuant to SECTION 8.3, only a portion of
all Loans is so accelerated and (ii) within three Business Days
following the receipt of proceeds from (A) any sale or other
disposition of assets not in the ordinary course of business, make a
prepayment of the loans outstanding under the EME Revolvers, pro
rata based on the total commitment amounts outstanding under each
EME Revolver, in an aggregate amount in total equal to the lesser of
(x) 50% of the related Net Cash Proceeds or (y) the aggregate
principal amount of the loans under all of the EME Revolvers then
outstanding (and the commitments under the EME Revolvers shall
automatically be reduced, pro rata based on the total commitment
amounts outstanding under the EME Revolvers, by an amount in total
equal to 50% of the related Net Cash Proceeds) or (B) the sale or
issuance of any Capital Stock or Indebtedness of the Borrower after
the Amendment Effective Date, make a prepayment of the loans
outstanding under the the EME Revolvers, pro rata based on the total
commitment amounts outstanding under each EME Revolver, in an
aggregate amount in total equal to the lesser of (x) 75% of the
related Net Cash Proceeds or (y) the aggregate principal amount of
the loans under all of the EME Revolvers then outstanding (and the
commitments under the EME Revolvers shall automatically be reduced,
pro rata based on the total commitment amounts outstanding under
each EME Revolver, by an aggregate amount in total equal to 75% of
the related Net Cash Proceeds); PROVIDED, HOWEVER, that the
prepayment requirement under this SECTION 3.1.(b) shall not be in
effect (i) with respect to the initial $300,000,000 (in the
aggregate) of Net Cash Proceeds received by the Borrower from (x)
any sale or other disposition of assets not in the ordinary course
of business and/or (y) the sale or issuance of Capital Stock or
Indebtedness of the Borrower or (ii) if the Borrower has permanently
reduced its outstanding commitments and loans under the EME
Revolvers to an amount in the aggregate equal to or less than
$1,000,000,000."
(d) SECTION 7.1.1 of the Credit Agreement shall be amended by
deleting Section 7.1.1(c) in its entirety and replacing it with the following:
"(c) concurrently with the delivery of financial
statements referred to in SECTIONS 7.1.1.(a) AND 7.1.1(b), a
certificate, executed by the controller, treasurer or chief
financial officer of the Borrower, showing (in reasonable detail and
with appropriate calculations and computations in all respects
satisfactory to the Administrative Agent) compliance with the
financial covenants set forth in SECTION 7.2.10 and SECTION
7.2.11.".
(e) SECTION 7.2.1 of the Credit Agreement shall be amended by
deleting Section 7.2.1(a) in its entirety and replacing it with the following:
AMENDMENT TWO
7
"(a) (i) Capitalized Lease Liabilities, (ii) other
secured Indebtedness of any kind whatsoever existing on the
Amendment Effective Date and (iii) after the Amendment Effective
Date, other secured Indebtedness, not to exceed $100,000,000 in the
aggregate; PROVIDED, that any secured Indebtedness exceeding such
amount may be secured pursuant to SECTION 7.2.3(f); and".
(f) SECTION 7.2.3 of the Credit Agreement shall be amended by
deleting Section 7.2.3(f) and replacing it with the following:
"(f) Liens upon any property (other than direct or
indirect ownership interests of the Borrower in Major Projects,
except for those Liens on such ownership interests existing on the
Amendment Effective Date) at any time directly owned by the Borrower
to secure any Indebtedness of the nature described in CLAUSE (a) of
SECTION 7.2.1;".
(g) SECTION 7.2 of the Credit Agreement shall be amended by deleting
Section 7.2.4 in its entirety and replacing it with the following:
"[INTENTIONALLY OMITTED]"
(h) SECTION 7.2 of the Credit Agreement shall be amended
by adding the following sections:
"Section 7.2.10 INTEREST COVERAGE. The Borrower will at
the end of each of its fiscal quarters maintain an Interest Coverage
Ratio for the immediately preceding four consecutive fiscal quarters
of the Borrower of not less than 1.50 to 1.00.
Section 7.2.11 RECOURSE DEBT TO RECOURSE CAPITAL RATIO.
The Borrower will at the end of each of its fiscal quarters maintain
a Recourse Debt to Recourse Capital Ratio of not more than 0.675 to
1.00."
(i) ANNEX I of the Credit Agreement shall be deleted and replaced in
its entirety with Exhibit A 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, each of the Lenders;
(b) The Administrative Agent shall have received opinions,
dated the Amendment Effective Date and addressed to the Administrative
Agent and the Lenders from (i) the in-house counsel to the Borrower and
(ii) the special New York counsel to the Borrower. Each such opinion shall
be in form and substance reasonably satisfactory to the Administrative
Agent;
AMENDMENT TWO
8
(c) A certificate, executed by the controller, treasurer or
chief financial officer of the Borrower, showing (in reasonable detail and
with appropriate calculations and computations in all respects
satisfactory to the Administrative Agent) compliance with the financial
covenants set forth in SECTION 7.2.10 and SECTION 7.2.11 as of the
Amendment Effective Date;
(d) 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 draft of the Form
S-4/Registration Statement of Midwest Generation, LLC and the Borrower,
dated February 15, 2001, attached hereto as Exhibit B); and
(e) 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.
AMENDMENT TWO
S-1
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/ G. Xxxx Xxxxxx
---------------------------------------
Name: G. Xxxx Xxxxxx
Title: Treasurer
CITICORP USA, INC.,
as Administrative Agent and
Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Attorney In Fact
CREDIT SUISSE FIRST BOSTON,
as Lender
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxx Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx Xxx Xxxxx
Title: Vice President Director
XXXXXX BROTHERS COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
SOCIETE GENERALE,
as Lender
By: /s/ Xxxxx Xxxx
---------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
AMENDMENT TWO
S-2
ABN AMRO BANK N.V.,
as Lender
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------- -----------------------------------
Name: Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title: Group Vice President Title: Senior Vice President &
Managing Director
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED,
as Lender
By: /s/ Xxxxxxxx Pack
---------------------------------
Name: Xxxxxxxx Pack
Title: Senior Vice President
BANCO DI NAPOLI,
as Lender
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Francesco Di Mario
--------------------------------- -----------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Francesco Di Mario
Title: First Vice President Title: First Vice President
BANK OF MONTREAL,
as Lender
By: /s/ Cahal X. Xxxxxxx
---------------------------------
Name: Cahal X. Xxxxxxx
Title: Director
AMENDMENT TWO
X-0
XXXX XX XXXX XXXXXX,
as Lender
By: /s/ Xxx Xxxxxxxxxx
------------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Director
BARCLAYS BANK PLC,
as Lender
By: /s/ Sydney X. Xxxxxx
------------------------------------------
Name: Sydney X. Xxxxxx
Title: Director
BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx
Title: Director Director
BAYERISCHE LANDESBANK GIROZENTRALE,
as Lender
By: /s/ Xxxxxxx Xxxx /s/ Xxxxxxxxxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxxx
Title: First Vice President Vice President
BNP PARIBAS,
as Lender
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx
Title: Director Asst. Vice President
AMENDMENT TWO
X-0
XXXXXXXXXXX XX, XXX XXXX AND
GRAND CAYMAN BRANCHES
as Lender
By: /s/ Christian Jagenberg By: /s/ Xxxxxx X. Xxxxxx
------------------------------------- -------------------------------
Name: Christian Jagenberg Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President & Manager Title: Senior Vice President
CREDIT INDUSTRIEL ET COMMERCIAL,
as Lender
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------------------- -------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx
Title: Vice President Title: Assistant Vice President
DEXIA CREDIT LOCAL, NEW YORK AGENCY,
as Lender
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: General Manager
CREDIT LYONNAIS, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxx X. X. Xxxx
-------------------------------------
Name: Xxxxxxx X. X. Xxxx
Title: First Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Lender
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxxxxx
------------------------------------- -------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxxxx
Title: Vice President Title: Assistant Vice President
AMENDMENT TWO
S-5
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Lender
By: /s/ Xxxx-Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxx Xxxxxxxxx
Title: Senior Vice President
ING (U.S.) CAPITAL LLC,
as Lender
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx Xxxxx Xxxxxx
Title: Vice President Managing Director
NORDEUTSCHE LANDESBANK GIROZENTRALE,
as Lender
By: /s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
Title: Vice President AT
ROYAL BANK OF SCOTLAND,
as Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
as Lender
By: /s/ Xxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
AMENDMENT TWO
S-6
UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
AMENDMENT TWO
EXHIBIT A
EDISON MISSION ENERGY
$700,000,000 REVOLVING CREDIT FACILITY
PRICING GRID
=============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
At Least BBB By S&P AND Baa2 Less Than Level 1 But At Least
By Xxxxx'x. BBB- By S&P AND Baa3 By Xxxxx'x.
=============================================================================================
FACILITY FEE (1) 25.00 bps 37.50 bps
---------------------------------------------------------------------------------------------
APPLICABLE MARGIN 150.00 bps 162.50 bps
---------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 175.00 bps LIBOR + 200.00 bps
==============================================================================================
==============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
Less Than Xxxxx 0 Xxx Xx Xxxxx Xxxxx Xxxx Xxxxx 0.
BB+ By S&P AND Ba1 By Xxxxx'x.
==============================================================================================
62.50 bps
FACILITY FEE (1) 50.00 bps
----------------------------------------------------------------------------------------------
237.50 bps
APPLICABLE MARGIN 200.00 bps
----------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 250.00 bps LIBOR + 300.00 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
AMENDMENT TWO
EXHIBIT B
[S-4/Registrant Statement of Midwest Generation, LLC and the Borrower]
AMENDMENT TWO
