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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/  KEVIN M. SMITH      
 Name:    Kevin M. Smith

Title:      Sr. V.P. and Chief Financial Officer
	

 	
 	
CITICORP USA, INC.,

    as Administrative Agent and Lender
	

 	
 	

By:	

/s/  SANDIP SEN      
 Name:    Sandip Sen

Title:      Managing Director
	

 	
 	
CITIBANK, N.A.,

    as Issuing Lender
	

 	
 	

By:	

/s/  SANDIP SEN      
 Name:    Sandip Sen

Title:      Managing Director
	

 	
 	
CREDIT SUISSE FIRST BOSTON,

    as Lender
	

 	
 	

By:	

/s/  DAVID W. KRATOVIL      
 Name:    David W. Kratovil

Title:      Director
	

 	
 	

By:	

/s/  ROBERT N. FINNEY      
 Name:    Robert N. Finney

Title:      Managing Director
	

 	
 	
SOCIETE GENERALE,

    as Lender
	

 	
 	

By:	

/s/  DAVID BIRD      
 Name:    David Bird

Title:      Vice President
	

 	
 	
BANK OF MONTREAL

    as Lender
	

 	
 	

By:	

/s/  CAHAL B. CARMODY      
 Name:    Cahal B. Carmody

Title:      Director    



S-1





 

	

 	
 	
TORONTO DOMINION (TEXAS), INC.

    as Lender
	

 	
 	

By:	

/s/  CAROL BRANDT      
 Name:    Carol Brandt

Title:      Vice President
	

 	
 	
WESTDEUTSCHE LANDESBANK

    GIROZENTRALE, New York Branch

    as Documentation Agent and as Lender
	

 	
 	

By:	

/s/  JASJEET S. SOOD      
 Name:    Jasjeet S. Sood

Title:      Managing Director and Head

                  of Energy Group
	

 	
 	

By:	

/s/  JARED BRENNER      
 Name:    Jared Brenner

Title:      Director
	

 	
 	
ABN AMRO BANK N.V.,

    as Lender
	

 	
 	

By:	

/s/  JEFFREY DODD      
 Name:    Jeffrey Dodd

Title:      Group Vice President
	

 	
 	

By:	

/s/  FRANK T. J. VAN DEUR      
 Name:    Frank T. J. Van Deur

Title:      Assistant Vice President
	

 	
 	
BARCLAYS BANK PLC,

    as Lender
	

 	
 	

By:	

/s/  SYDNEY G. DENNIS      
 Name:    Sydney G. Dennis

Title:      Director
	

 	
 	
BANK OF AMERICA, N.A.

    as Lender
	

 	
 	

By:	

/s/  TIMOTHY C. HINTZ      
 Name:    Timothy C. Hintz

Title:      Vice President



S-2





 

	

 	
 	
AUSTRALIA AND NEW ZEALAND BANKING

    GROUP LIMITED,

    as Lender
	

 	
 	

By:	

/s/  ROY J. MARSDEN      
 Name:    Roy J. Marsden

Title:      Executive Vice President/Americas
	

 	
 	
BANK OF NOVA SCOTIA,

    as Lender
	

 	
 	

By:	

/s/  JOHN A. QUICK      
 Name:    John A. Quick

Title:      Managing Director
	

 	
 	
BAYERISCHE LANDESBANK

    GIROZENTRALE,

    as Lender
	

 	
 	

By:	

/s/  DIETMAI RIEG      
 Name:    Dietmai Rieg

Title:      First Vice President
	

 	
 	

By:	

/s/  CORNELIA WINTERGERST      
 Name:    Cornelia Wintergerst

Title:      Vice President
	

 	
 	
THE CHASE MANHATTAN BANK,

    as Lender
	

 	
 	

By:	

/s/  THOMAS L. CASEY      
 Name:    Thomas L. Casey

Title:      Vice President
	

 	
 	
THE INDUSTRIAL BANK OF JAPAN, LIMITED,

    as Lender
	

 	
 	

By:	

/s/  CARL-ERIC BENZINGER      
 Name:    Carl-Eric Benzinger

Title:      Senior Vice President & Senior Deputy

                  General Manager



S-3





 

	

 	
 	
ING (U.S.) CAPITAL LLC,

    as Lender
	

 	
 	

By:	

/s/  ERWIN THOMET      
 Name:    Erwin Thomet

Title:      Managing Director
	

 	
 	

By:	

/s/  JANICE M. WHALEN      
 Name:    Janice M. Whalen

Title:      Vice President
	

 	
 	
KBC BANK, N.V.,

    as Lender
	

 	
 	

By:	

/s/  JEAN-PIERRE DIELS      
 Name:    Jean-Pierre Diels

Title:      First Vice President
	

 	
 	

By:	

/s/  ERIC RASKIN      
 Name:    Eric Raskin

Title:      Vice President
	

 	
 	
UNION BANK OF CALIFORNIA, N.A.,

    as Lender
	

 	
 	

By:	

/s/  DENNIS G. BLANK      
 Name:    Dennis G. Blank

Title:      Vice President
	

 	
 	
UBS AG, Stamford Branch,

    as Lender
	

 	
 	

By:	

/s/  PATRICIA O'KICKI      
 Name:    Patricia O'Kicki

Title:      Director, Banking Products Services
	

 	
 	

By:	

/s/  LYNNE B. ALFARONE      
 Name:    Lynne B. Alfarone

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 Moody's.
	
 	

LEVEL 2



LT Senior Unsecured Debt Rated Less Than Level 1 But at Least BBB- by S&P And Baa3 by Moody's.
	
 	

LEVEL 3



LT Senior Unsecured Debt Rated Less Than Level 2 But at Least BB+ by S&P And Ba1 by Moody's.
	
 	

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 Moody's.
	
 	

LEVEL 2



LT Senior Unsecured Debt Rated Less Than Level 1 But at Least BBB- by S&P And Baa3 by Moody's.
	
 	

LEVEL 3



LT Senior Unsecured Debt Rated Less Than Level 2 But at Least BB+ by S&P And Ba1 by Moody's.
	
 	

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