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Exhibit 10.3    
    


EXECUTION
COUNTERPART 


 
 

AMENDMENT ONE    
    


        AMENDMENT ONE (this "Amendment") dated as of April 22, 2005 by and among EDISON MISSION ENERGY (the
"Borrower"), CITICORP NORTH AMERICA, INC., as Administrative Agent (in such capacity, the "Administrative
Agent") and each of the financial lending institutions party hereto (the "Lenders"). 



        WHEREAS,
the Borrower, the Administrative Agent, the Issuing Lender party thereto and certain of the Lenders entered into a Credit Agreement dated as of April 27, 2004 (the
"Credit Agreement"); 


        WHEREAS,
the Borrower has requested that the Lenders make certain changes to the components of the Interest Coverage Ratio and the types of cash equivalents in which the Borrower may
invest; and 


        WHEREAS,
the Lenders and the Administrative Agent are willing to agree to the amendments provided for in this Amendment on the terms and conditions hereof. 


        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 (as defined below), the Credit Agreement shall hereby be amended as follows: 



        (a)   Section 1.1
of the Credit Agreement is hereby amended by adding the following new definitions and inserting the same in the appropriate alphabetical location as
follows: 


        ""Adjusted Interest Coverage Ratio" means, for any period, the ratio of (a) Funds Flow from Operations during such period to
(b) Adjusted Interest Expense for such period, provided that, upon the occurrence and continuation of a Significant Collateral Party Event
subsequent to the commencement of the period for which the Adjusted Interest Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Adjusted
Interest Coverage Ratio is made, then the Adjusted Interest Coverage Ratio will be calculated giving Pro Forma effect to the assumption that no Distributions were made or available to be made to the
Borrower by each Collateral Party or any Subsidiary of a Collateral Party that gives rise to a Significant Collateral Party Event, as if the same had occurred at the beginning of the such period. 


        "Adjusted Interest Expense" means, for any period, the excess of (a) Net Interest Expense for such period  over (b) Net Interest Expense attributable to Repaid
Recourse Debt for such period. 


        "Net Interest Expense" means, for any period, the excess of (a) Interest Expense for such period  over (b) interest income received or available to be received
by the Borrower and Permitted International Subsidiary during such period (to the
extent not included the definition of "Funds Flow from Operations"). 


        "Recourse Debt Reduction Date" means the date on which total Recourse Debt as of March 31, 2005 is reduced by an amount greater
than or equal to $1,000,000,000. 


        "Repaid Recourse Debt" means the Recourse Debt repaid by the Borrower during the period from April 1, 2005 to and including the
Recourse Debt Reduction Date."; 








 




        (b)   The
definition of "Cash Equivalent Investments" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 




        ""Cash Equivalent Investment" means, at any time: 


        (a)   any
evidence of Indebtedness, maturing not more than one year after such time, issued or guaranteed by the United States government or an agency thereof; 



        (b)   other
investments in securities or bank instruments rated at least "A" by S&P or "A2" by Moody's or "A-1" by S&P or "P-1" by Moody's and with
maturities of not more than one year; or 


        (c)   money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act
of 1940, as amended, and (ii) have portfolio assets of at least $1,000,000,000."; 



        (c)   The
definition of "Funds Flow from Operations" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 



        ""Funds Flow from Operations" means, for any period, the sum of the following (computed
without duplication) (a) Distributions received or available to be received by the Borrower and the Permitted International Subsidiary during such period  plus (b) positive Net Intercompany
Loan Proceeds for such period (or less negative Net
Intercompany Loan Proceeds for such period) less (c) Anticipated Repatriation Costs plus
(d) Distributions made by the Permitted International Subsidiary plus (e) cash received (if any) by the Borrower during such period
pursuant to Tax Sharing Agreements less (f) cash paid (if any) by the Borrower during such period pursuant to Tax Sharing Agreements  plus
(g) cash received (if any) as tax refunds on foreign, federal or state income taxes less
(h) cash paid (if any) on foreign, federal or state income tax obligations less (i) Operating Expenses and Permitted International
Subsidiary Expenses during such period."; 


        (d)   The
definition of "Interest Coverage Ratio" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 



        ""Interest Coverage Ratio" means, for any period, the ratio of (a) Funds Flow from Operations during such period to (b) Net
Interest Expense for such period, provided that, upon the occurrence and continuation of a Significant Collateral Party Event subsequent to the
commencement of the period for which the Interest Coverage Ratio is being calculated and on or prior to the date on which the event
for which the calculation of the Interest Coverage Ratio is made, then the Interest Coverage Ratio will be calculated giving Pro Forma effect to the assumption that no Distributions were made or
available to be made to the Borrower by each Collateral Party or any Subsidiary of a Collateral Party that gives rise to a Significant Collateral Party Event, as if the same had occurred at the
beginning of the such period."; 


        (e)   The
definition of "Interest Expense" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 


        ""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. Interest Expense shall exclude, to the extent included, any premiums, fees, discounts or other charges incurred
in connection with the related financing."; 


        (f)    Section 7.2.(a)
of the Credit Agreement is hereby amended and restated in its entirety as follows: 


        "(a)    The
Borrower will not create, incur, assume or suffer to exist (i) any secured Indebtedness other than (A) Capitalized Lease Liabilities and
(B) other secured Indebtedness of any kind whatsoever existing on the Effective Date, and (ii) Non-Recourse Debt with respect to which the Borrower has pledged the stock of a
Subsidiary in order to secure initial project 



2







 




financing
obtained or being obtained after the Effective Date hereof by such Subsidiary (or the Partnership in which such Subsidiary is a partner)."; and 


        (g)   Section 7.2.9
of the Credit Agreement is hereby amended and restated in its entirety as follows: 



        "SECTION
7.2.9    Interest Coverage.    The Borrower will (a) at the end of each of its Fiscal Quarters and
(b) after the occurrence of any Significant Collateral Party Event (after recalculating the Interest Coverage Ratio give Pro Forma effect to each Significant Collateral Party Event that has
occurred and continuing), maintain an Interest Coverage Ratio for the immediately preceding four consecutive Fiscal Quarters of the Borrower of not less than 1.10 to 1.00;  provided, that after the
Recourse Debt Reduction Date, the Borrower will maintain an Adjusted Interest Coverage Ratio for the immediately preceding four
consecutive Fiscal Quarters of the Borrower of not less than 1.30 to 1.00 commencing on the last day of the Fiscal Quarter in which the Recourse Debt Reduction Date occurs;  provided, further, that, at any time the Administrative Agent receives notice from the Borrower (or
otherwise becomes aware) that any such Significant Collateral Party Event is no longer continuing or as directed by the Required Lenders, the Interest Coverage Ratio shall be recalculated giving Pro
Forma effect to such Significant Collateral Party Event no longer continuing.". 




        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 financial lending
institutions party hereto; 


        (b)   The
representations and warranties set forth in Article VI of the Credit Agreement shall be true and correct in
all material respects as of the Amendment Effective Date (with the same effect as if then made) after giving effect to the amendments contemplated hereby (unless stated to relate solely to an earlier
date, in which case such representations and warranties shall be true and correct as of such earlier date); and 



        (c)   As
of the Amendment Effective Date, no (i) Default, (ii) Event of Default or (iii) Significant Collateral Party Event has occurred and is continuing
or would result 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 unchanged and 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. 


3










        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto
duly authorized as of the day and year first above written. 



	 	 	EDISON MISSION ENERGY
	

 	
 	

By:	

/s/  STEVEN D. EISENBERG      
 Name: Steven D. Eisenberg

Title: Vice President
	

 	
 	
CITICORP NORTH AMERICA, INC.,

    as Administrative Agent, Issuing Lender and Lender
	

 	
 	

By:	

/s/  NIETZSCHE RODRICKS      
 Name: Nietzsche Rodricks

Title: Vice President
	

 	
 	
CITIGROUP FINANCIAL PRODUCTS INC.
	

 	
 	

By:	

/s/  VINCENT FARRELL      
 Name: Vincent Farrell

Title: Authorized Signatory
	

 	
 	
JPMORGAN CHASE BANK
	

 	
 	

By:	

/s/  THOMAS CASEY      
 Name: Thomas Casey

Title: Vice President
	

 	
 	
LEHMAN COMMERCIAL PAPER INC.
	

 	
 	

By:	

/s/  FRANK R. TURNER      
 Name: Frank R. Turner

Title: Vice President












SCHEDULE 1.1(a)
 to First Amended and Restated Credit Agreement


 
 

DOMESTIC & EURODOLLAR OFFICES    
    



	Name of Lender
 
	 	Domestic Office
	 	Eurodollar Office

	Allied Irish Bank, p.l.c.	 	405 Park Ave.

4th Floor

New York, NY 10022	 	Bankcentre,

Ballsbridge

Dublin 4, Ireland
	

Babson CLO Ltd. 2004-II	
 	

360 Madison Ave.

10th Floor, Suite 1

New York, NY 10017	
 	

360 Madison Ave.

10th Floor, Suite 1

New York, NY 10017
	

Canadian Imperial Bank of Commerce	
 	

300 Madison Avenue

5th Floor

New York, NY 10017	
 	

300 Madison Avenue

5th Floor

New York, NY 10017
	

Newcourt Capital USA INC.	
 	

1211 Avenue of the Americas

22nd Floor

New York, NY 10036	
 	

1211 Avenue of the Americas

22nd Floor

New York, NY 10036
	

Citicorp North America, Inc.	
 	

388 Greenwich Street

New York, NY 10013	
 	

388 Greenwich Street

New York, NY 10013
	

Citigroup Financial Products Inc.	
 	

c/o Citigroup Global Markets Inc.

333 West 34th Street

9th Floor

New York, NY 10001	
 	

c/o Citigroup Global Markets Inc.

333 West 34th Street

9th Floor

New York, NY 10001
	

Credit Suisse First Boston	
 	

11 Madison Avenue

13th Floor

New York, NY 10010	
 	

11 Madison Avenue

13th Floor

New York, NY 10010
	

Erste Bank Der Oesterreichischen Sparkassen AG	
 	

280 Park Avenue

West Building

New York, NY 10017	
 	

280 Park Avenue

West Building

New York, NY 10017
	

GE VFS Holdings Inc.	
 	

120 Long Ridge

Stamford, CT 06927	
 	

120 Long Ridge

Stamford, CT 06927
	

Goldman Sachs Credit Partners L.P.	
 	

85 Broad St.

New York, NY 10004	
 	

85 Broad St.

New York, NY 10004
	

Loan Funding VII LLC and

Highland Floating Rate Advantage Fund

c/o Highland Capital Management, L.P.	
 	

13455 Noel Rd.

Suite 1300

Dallas, TX 75240	
 	

13455 Noel Rd.

Suite 1300

Dallas, TX 75240
	

JPMorgan Chase Bank	
 	

270 Park Avenue

New York, NY 10017	
 	

270 Park Avenue

New York, NY 10017
	

KBC Bank, N.V.	
 	

125 West 55th Street

10th Floor

New York, NY 10019	
 	

125 West 55th Street

10th Floor

New York, NY 10019
	 	 	 	 	 









	

Lehman Commercial Paper Inc.	
 	

745 7th Ave.

16th Floor

New York, NY 10019	
 	

745 7th Ave.

16th Floor

New York, NY 10019
	

Merrill Lynch Capital Corporation	
 	

255 Vesey St.

New York, NY 10080	
 	

255 Vesey St.

New York, NY 10080
	

Nationwide Mutual Insurance Company and

Nationwide Life Insurance Company

c/o Nationwide Insurance	
 	

One Nationwide Plaza

1-33-05

Columbus, OH 43215	
 	

One Nationwide Plaza

1-33-05

Columbus, OH 43215
	

Loan Funding III LLC

c/o Pacific Investment Management Company LLC	
 	

840 Newport Center Dr.

Suite 100

Newport Beach, CA 92660	
 	

840 Newport Center Dr.

Suite 100

Newport Beach, CA 92660
	

The Royal Bank of Scotland PLC	
 	

101 Park Ave.

New York, NY 10178	
 	

101 Park Ave.

New York, NY 10178
	

UBS Loan Finance LLC	
 	

677 Washington Blvd.

6th Floor

South Stamford, CT 06901	
 	

677 Washington Blvd.

6th Floor

South Stamford, CT 06901
	

Union Bank of California, N.A.	
 	

445 S. Figueroa Street

15th Floor

Los Angeles, CA 90071	
 	

445 S. Figueroa Street

15th Floor

Los Angeles, CA 90071
	

Wells Fargo Bank, N. A.	
 	

707 Wilshire Blvd.

16th Floor

Los Angeles, CA 90017	
 	

707 Wilshire Blvd.

16th Floor

Los Angeles, CA 90017
	

WestLB AG, New York Branch	
 	

1211 Avenue of the Americas

New York, NY 10036	
 	

1211 Avenue of the Americas

New York, NY 10036












SCHEDULE 1.1(b)

to First Amended and Restated Credit Agreement 


 
 

REVOLVER A COMMITMENTS    
    



	Name of Lender
 
	 	Revolver A

Commitment

	Credit Suisse First Boston	 	$	32,583,333.33
	

Citicorp North America, Inc.	
 	
$	

25,083,333.34
	

WestLB AG, New York Branch	
 	
$	

25,000,000
	

JPMorgan Chase Bank	
 	
$	

22,583,333.33
	

KBC Bank, N.V.	
 	
$	

16,666,666.67
	

Canadian Imperial Bank of Commerce	
 	
$	

15,000,000
	

Lehman Commercial Paper Inc.	
 	
$	

13,999,999.96
	

UBS Loan Finance LLC	
 	
$	

10,000,000
	

Highland/Loan Funding VII LLC	
 	
$	

8,583,333.37
	

Union Bank of California, N.A.	
 	
$	

7,000,000
	

Nationwide Life Insurance Company	
 	
$	

5,500,000
	

Nationwide Mutual Insurance Company	
 	
$	

4,500,000
	

Babson CLO Ltd. 2004-II	
 	
$	

3,000,000
	

Erste Bank Der Oesterreichischen Sparkassen AG	
 	
$	

3,000,000
	

PIMCO/Loan Funding III	
 	
$	

3,000,000
	

Invesco/Loan Funding IX LLC	
 	
$	

2,500,000
	

Highland/Floating Rate Advantage Fund	
 	
$	

2,000,000









SCHEDULE
1.1(c)

to First Amended and Restated Credit Agreement 


 
 

REVOLVER B COMMITMENTS    
    



	Name of Lender
 
	 	Revolver B

Commitment

	Citicorp North America, Inc.	 	$	30,000,000
	

Credit Suisse First Boston	
 	
$	

30,000,000
	

Goldman Sachs Credit Partners L.P.	
 	
$	

25,000,000
	

JPMorgan Chase Bank	
 	
$	

25,000,000
	

The Royal Bank of Scotland PLC	
 	
$	

25,000,000
	

GE VFS Holdings Inc.	
 	
$	

23,000,000
	

Lehman Commercial Paper Inc.	
 	
$	

19,000,000
	

Merrill Lynch Capital Corporation	
 	
$	

19,000,000
	

UBS Loan Finance LLC	
 	
$	

19,000,000
	

Union Bank of California, N.A.	
 	
$	

19,000,000
	

WestLB AG, New York Branch	
 	
$	

19,000,000
	

Newcourt Capital USA INC.	
 	
$	

17,000,000
	

Allied Irish Bank, p.l.c	
 	
$	

15,000,000
	

Wells Fargo Bank, N.A.	
 	
$	

15,000,000












SCHEDULE 2.2

to First Amended and Restated Credit Agreement 


 
 

CLOSING DATE BANK ACCOUNTS    
    



	Account Number:
 
	 	Name of Institution

	3866-0071	 	Citibank, N.A.
	

3866-0098	
 	

Citibank, N.A.










SCHEDULE
2.6.11

to First Amended and Restated Credit Agreement 


 
 

REVOLVER B LETTERS OF CREDIT    
    



	Beneficiary
 
	 	LC

Number
	 	USD Value
	 	Effective

Date
	 	Expiry

Date
	 	Purpose

	Travelers	 	61614287	 	$	1,905,860.00	 	07-May-04	 	4-May-06	 	Environmental Bond
	

Exelon	
 	

61637564	
 	
$	

2,700,000.00	
 	

16-Feb-05	
 	

2-Jan-07	
 	

Capacity Trade Agreement w/EMMT












SCHEDULE 7.2.1(c)
 to First Amended and Restated Credit Agreement


 
 

CAPITALIZED LEASE LIABILITIES AND OPERATING LEASE LIABILITIES    
    


Capitalized Lease Liabilities  


None 


Operating Lease Liabilities  



	 
	 	Total Future

Payments

	Equipment	 	$	721,681
	Vehicles	 	$	1,684,018
	Railcar/Barge	 	$	120,229,460
	Lincoln Quarry	 	$	1,423,200
	 	 	

	

TOTAL	
 	
$	

124,058,359
	 	 	











SCHEDULE
7.2.1(e)

to First Amended and Restated Credit Agreement 


 
 

FIXED OR CAPITAL ASSET PLANNED ACQUISITION,
  CONSTRUCTION OR IMPROVEMENT    
    



	Unit
 
	 	Project
	 	Year
	 	Amount

	Crawford 7	 	Upgrade pulverizers	 	2005	 	$	455,000
	Crawford 7	 	Upgrade coal dust collection	 	2005	 	$	2,255,000
	Fisk 19	 	Upgrade distributed control system	 	2005	 	$	1,080,000
	Fisk Plant	 	Upgrade coal dust collection	 	2005	 	$	900,000
	Joliet 7	 	Install generator static exciter	 	2005	 	$	1,650,000
	Joliet 7	 	Install electrostatic precipitator rappers	 	2005	 	$	500,000
	Powerton 5	 	Upgrade air preheater baskets	 	2005	 	$	950,000
	Powerton Plant	 	Upgrade coal dust collection	 	2005	 	$	6,100,000
	Waukegan Plant	 	Replace soot blowing air compressors	 	2005	 	$	1,400,000
	Waukegan 7	 	Upgrade pulverizers	 	2006

2008	 	$
$	500,000

500,000
	Waukegan 8	 	Upgrade pulverizers	 	2006

2007	 	$
$	400,000

500,000
	Will County Plant	 	Upgrade coal dust collection	 	2005	 	$	7,000,000
	Will County 3	 	Water induction prevention equipment	 	2005	 	$	1,250,000













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Exhibit 10.3


AMENDMENT ONE


DOMESTIC & EURODOLLAR OFFICES


REVOLVER A COMMITMENTS

REVOLVER B COMMITMENTS


CLOSING DATE BANK ACCOUNTS

REVOLVER B LETTERS OF CREDIT


CAPITALIZED LEASE LIABILITIES AND OPERATING LEASE LIABILITIES

FIXED OR CAPITAL ASSET PLANNED ACQUISITION, CONSTRUCTION OR IMPROVEMENT