Exhibit 10.26.1

AMENDMENT ONE TO THE INTERCREDITOR AGREEMENT

AMENDMENT ONE TO THE INTERCREDITOR AGREEMENT (this "Amendment") dated as of May 9, 2000 by and among THE CHASE MANHATTAN BANK as Holdings Administrative
Agent, CITIBANK, N.A. as Trust I Holder Representative, Trust II Holder Representative, Trust III Holder Representative and Trust IV Holder Representative and BAYERISCHE LANDESBANK INTERNATIONAL,
S.A., as Midwest LC Issuer.

WHEREAS,
the Collateral Agency and Intercreditor Agreement (the "Intercreditor Agreement") dated as of December 15, 1999 was
entered into by and among: (i) MIDWEST GENERATION EME LLC, a Delaware limited liability company (together with its successors and assigns,
"MGE"); (ii) EDISON MISSION MIDWEST HOLDINGS CO., a Delaware corporation (together with its successors and assigns,
"Holdings"); (iii) EDISON MISSION OVERSEAS CO., a Delaware limited liability company (together with its successors and assigns,
"EMOC"); (iv) MIDWEST GENERATION, LLC, a Delaware limited liability company (together with its successors and assigns,
"Midwest"); (v) COLLINS HOLDINGS EME, LLC, a Delaware limited liability company (together with its successors and assigns,
"Collins Holdings"); (vi) COLLINS TRUST I, a Delaware business trust (together with its successor and assigns, "Owner
Lessor I"); (vii) COLLINS TRUST II, a Delaware business trust (together with its successor and assigns, "Owner Lessor
II"); (viii) COLLINS TRUST III, a Delaware business trust (together with its successor and assigns, "Owner Lessor III");
(ix) COLLINS TRUST IV, a Delaware business trust (together with its successor and assigns, "Owner Lessor IV", and, together with Owner Lessor I,
Owner Lessor II and Owner Lessor III, the "Owner Lessors"); (x) MIDWEST FUNDING LLC, a Delaware limited liability company (together with its
successors and assigns, "Funding LLC"); (xi) Citibank, N.A., a national banking association, as the holder representative under the Lessor Loan
Agreement with Owner Lessor I (together with its successors and assigns in such capacity, the "Trust I Holder Representative"), acting in such capacity
for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor I (the "Trust I Holders"); (xii) Citibank, N.A., a national
banking association, as the holder representative under the Lessor Loan Agreement with Owner Lessor II (together with its successors and assigns in such capacity, the "Trust II
Holder Representative"), acting in such capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor II (the "Trust II
Holders"); (xiii) Citibank, N.A., a national banking association, as the holder representative under the Lessor Loan Agreement with Owner Lessor III (together with its
successors and assigns in such capacity, the "Trust III Holder Representative"), acting in such capacity for and on behalf of Holders under the Lessor
Loan Agreement with Owner Lessor III (the "Trust III Holders"); (xiv) Citibank, N.A., a national banking association, as the holder
representative under the Lessor Loan Agreement with Owner Lessor IV (together with its successors and assigns in such capacity, the "Trust
IV Holder Representative", and together with the Trust I Holder Representative, the Trust II Holder Representative and the Trust III Holder Representative, the
"Holder Representatives"), acting in such capacity for and on behalf of Holders under the Lessor Loan Agreement with Owner Lessor IV (the
"Trust IV Holders", and together with the Trust I Holders, the Trust II Holders and the Trust III Holders, the
"Holders"); (xv) The Chase Manhattan Bank, a banking institution organized under the laws of the State of New York, as the administrative agent
under the Holdings Credit Agreement (together with its successors and assigns in such capacity, the "Holdings Administrative Agent"), acting in such
capacity for and on behalf of the Lenders referred to in the Holdings Credit Agreement (the "Holdings Lenders"); (xvi) any trustees or agents
under any Permitted Secured Indebtedness Documents, acting in such capacity for and on behalf of the holders of the indebtedness or obligations evidenced by Permitted Secured Indebtedness Documents
(together with their respective successors and assigns in such capacity, the "Other Representatives"); (xvii) Bayerische Landesbank
International, S.A., a banking institution organized under the laws of Luxembourg, as the Midwest LC Issuer (together with its successors and assigns in such capacity, the
"Midwest LC Issuer"); (xviii) Citibank, N.A., a national banking association, as depositary agent under the Intercreditor Agreement (together
with its successors and assigns in such capacity, the "Depositary Agent");

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(xix) Citibank, N.A., a national banking association, as the depositary bank under the Intercreditor Agreement (together with its successors and assigns in such capacity, the
"Depositary Bank"); and (xx) Citibank, N.A., a national banking association, as the collateral agent appointed pursuant the Intercreditor
Agreement for the Secured Parties (together with its successors and assigns in such capacity, the "Holdings Collateral Agent").

WHEREAS,
Holdings is permitted to incur Indebtedness pursuant to Section 8.2.1(d) of the Holdings Credit Agreement to finance the acquisition, construction or improvement of any
fixed or capital assets in accordance with and subject toSchedule 8.2.1(d)to the Holdings Credit Agreement;

WHEREAS,
Holdings desires to secure the financing referred to above with the Holdings Collateral on a ratable basis with the other Secured Obligations;

WHEREAS,
Holdings and certain Holdings Lenders have entered into Amendment One to the Holdings Credit Agreement; and

WHEREAS,
Holdings has requested that parties hereto and the parties hereto have agreed to amend certain provisions of the Intercreditor Agreement.

ACCORDINGLY,
the parties hereto agree as follows:

Section 1.Definitions.Except as otherwise defined in this Amendment, terms defined in the Intercreditor
Agreement are used herein (and in the introductions and recitals hereto) as defined therein.

Section 2.Amendment to the Intercreditor Agreement.Subject to the satisfaction of the conditions
precedents specified in Section 3 below, but effective as of the Amendment Effective Date, the Intercreditor Agreement shall be amended as follows:



Section 3.Conditions Precedent.This Amendment shall not become effective until the date (the
"Amendment Effective Date") on which each of the following condition precedents have been satisfied:



Section 4.Miscellaneous.Except as expressly amended hereby, all of the terms and provisions of the
Intercreditor 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.

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

| |  | THE CHASE MANHATTAN BANK,
not in its individual capacity but solely as Holdings Administrative Agent
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | BAYERISCHE LANDESBANK INTERNATIONAL, S.A., as Midwest LC Issuer                                     
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK N.A.,
not in its individual capacity but solely as Trust I Holder Representative           
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust II Holder Representative         
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust III Holder Representative        
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     
| |  | CITIBANK, N.A.,
not in its individual capacity but solely as Trust IV Holder Representative         
| |  | By:                                                                                                 
| |  |                                                                                                     
| |  |                                                                                                     

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