Exhibit 10.13

EXECUTION COUNTERPART



CREDIT AGREEMENT

dated as of April 27, 2004

among

EDISON MISSION ENERGY

and

THE LENDERS REFERRED TO HEREIN

and

THE ISSUING LENDERS REFERRED TO HEREIN

and

CITICORP NORTH AMERICA, INC.,
as Administrative Agent for the Lenders

CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE FIRST BOSTON,
as Lead Arrangers

CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE FIRST BOSTON,
J.P. MORGAN SECURITIES INC. and
LEHMAN BROTHERS INC.,
as Joint Bookrunners

CREDIT SUISSE FIRST BOSTON,
J.P. MORGAN SECURITIES INC. and
LEHMAN BROTHERS INC.,
as Syndication Agents



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TABLE OF CONTENTS

|                                                       |                                                     | Page                                                              
|------------------------------------------------------ | --------------------------------------------------- | ------------------------------------------------------------------
|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS             |                                                     | 1                                                                 
|                                                       | SECTION 1.1 Defined Terms                           |                                                                   
|                                                       | SECTION 1.2 Use of Defined Terms                    |                                                                   
|                                                       | SECTION 1.3 Cross-References                        |                                                                   
|                                                       | SECTION 1.4 Accounting and Financial Determinations |                                                                   
|ARTICLE II COMMITMENTS AND BORROWING PROCEDURES        |                                                     | 21                                                                
|                                                       | SECTION 2.1 Commitments                             |                                                                   
|                                                       | SECTION 2.2 Loans.                                  |                                                                   
|                                                       |                                                     | SECTION 2.2.1 Obligations of Lenders                              
|                                                       |                                                     | SECTION 2.2.2 Type of Loans                                       
|                                                       |                                                     | SECTION 2.2.3 Minimum Amounts; Limitation on Number of Loans      
|                                                       |                                                     | SECTION 2.2.4 Limitations on Interest Periods                     
|                                                       |                                                     | SECTION 2.2.5 Reduction of Total Commitment Amount                
|                                                       | SECTION 2.3 Borrowing Procedure                     |                                                                   
|                                                       | SECTION 2.4 Continuation and Conversion Elections   |                                                                   
|                                                       | SECTION 2.5 Funding                                 |                                                                   
|                                                       | SECTION 2.6 Letters of Credit.                      |                                                                   
|                                                       |                                                     | SECTION 2.6.1 General                                             
|                                                       |                                                     | SECTION 2.6.2 Notice of Issuance, Amendment, Renewal or Extension 
|                                                       |                                                     | SECTION 2.6.3 Limitations on Amounts                              
|                                                       |                                                     | SECTION 2.6.4 Expiration Date                                     
|                                                       |                                                     | SECTION 2.6.5 Participations                                      
|                                                       |                                                     | SECTION 2.6.6 Reimbursement                                       
|                                                       |                                                     | SECTION 2.6.7 Obligations Absolute                                
|                                                       |                                                     | SECTION 2.6.8 Disbursement Procedures                             
|                                                       |                                                     | SECTION 2.6.9 Interim Interest                                    
|                                                       |                                                     | SECTION 2.6.10 LC Disbursement Denomination                       
|                                                       |                                                     | SECTION 2.6.11 Addition and Replacement of Issuing Lenders        
|                                                       |                                                     | SECTION 2.6.12 Offshore Currencies and Agreed Alternate Currencies
|                                                       |                                                     | SECTION 2.6.13 Cash Collateralization                             
|ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES |                                                     | 28                                                                
|                                                       | SECTION 3.1 Repayments and Prepayments              |                                                                   
|                                                       |                                                     | SECTION 3.1.1 Optional Prepayments and Commitment Reductions      
|                                                       |                                                     | SECTION 3.1.2 Mandatory Prepayments                               
|                                                       |                                                     | SECTION 3.1.3 Acceleration; Penalty                               
|                                                       | SECTION 3.2 Interest Provisions                     |                                                                   
|                                                       |                                                     | SECTION 3.2.1 Rates                                               
|                                                       |                                                     | SECTION 3.2.2 Default Rates                                       
|                                                       |                                                     | SECTION 3.2.3 Payment Dates                                       
|                                                       |                                                     | SECTION 3.2.4 Interest Rate Determination                         
|                                                       | SECTION 3.3 Fees                                    |                                                                   
|                                                       |                                                     | SECTION 3.3.1 Commitment Fee                                      
|                                                       |                                                     | SECTION 3.3.2 Letter of Credit Fees                               
|                                                       |                                                     | SECTION 3.3.3 Other Fees                                          
|                                                       |                                                     | SECTION 3.3.4 Payment of Fees                                     
|                                                       |                                                     |                                                                   

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|ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS |                                                                                  | 31                                                      
|------------------------------------------------- | -------------------------------------------------------------------------------- | --------------------------------------------------------
|                                                  | SECTION 4.1 LIBO Rate Lending Unlawful                                           |                                                         
|                                                  | SECTION 4.2 Inability to Determine Rates                                         |                                                         
|                                                  | SECTION 4.3 Increased LIBO Rate Loan Costs                                       |                                                         
|                                                  | SECTION 4.4 Obligation to Mitigate                                               |                                                         
|                                                  | SECTION 4.5 Funding Losses                                                       |                                                         
|                                                  | SECTION 4.6 Increased Capital Costs                                              |                                                         
|                                                  | SECTION 4.7 Taxes                                                                |                                                         
|                                                  | SECTION 4.8 Payments, Computations                                               |                                                         
|                                                  | SECTION 4.9 Sharing of Payments                                                  |                                                         
|                                                  | SECTION 4.10 Setoff                                                              |                                                         
|                                                  | SECTION 4.11 Replacement of Lender                                               |                                                         
|ARTICLE V CONDITIONS TO LOANS                     |                                                                                  | 36                                                      
|                                                  | SECTION 5.1 Conditions to Effectiveness                                          |                                                         
|                                                  |                                                                                  | SECTION 5.1.1 Delivery of Loan Documents                
|                                                  |                                                                                  | SECTION 5.1.2 Officer's Certificates                    
|                                                  |                                                                                  | SECTION 5.1.3 Resolutions                               
|                                                  |                                                                                  | SECTION 5.1.4 Opinions of Counsel                       
|                                                  |                                                                                  | SECTION 5.1.5 Closing Fees, Expenses                    
|                                                  |                                                                                  | SECTION 5.1.6 Financial Statements                      
|                                                  |                                                                                  | SECTION 5.1.7 Solvency                                  
|                                                  |                                                                                  | SECTION 5.1.8 Repayment of Existing Indebtedness        
|                                                  |                                                                                  | SECTION 5.1.9 Lien Search; Recordings and Filings       
|                                                  |                                                                                  | SECTION 5.1.10 Conditions to Other Financings           
|                                                  | SECTION 5.2 All Credit Extensions                                                |                                                         
|                                                  |                                                                                  | SECTION 5.2.1 Initial Credit Extension                  
|                                                  |                                                                                  | SECTION 5.2.2 Representations and Warranties; No Default
|                                                  |                                                                                  | SECTION 5.2.3 Borrowing Request                         
|                                                  |                                                                                  | SECTION 5.2.4 Satisfactory Legal Form                   
|ARTICLE VI REPRESENTATIONS AND WARRANTIES         |                                                                                  | 38                                                      
|                                                  | SECTION 6.1 Organization; Power; Compliance with Law and Contractual Obligations |                                                         
|                                                  | SECTION 6.2 Due Authorization; Non-Contravention                                 |                                                         
|                                                  | SECTION 6.3 Governmental Approval; Regulation                                    |                                                         
|                                                  | SECTION 6.4 Validity                                                             |                                                         
|                                                  | SECTION 6.5 Financial Information                                                |                                                         
|                                                  | SECTION 6.6 No Material Adverse Change                                           |                                                         
|                                                  | SECTION 6.7 Litigation                                                           |                                                         
|                                                  | SECTION 6.8 Ownership of Properties                                              |                                                         
|                                                  | SECTION 6.9 Taxes                                                                |                                                         
|                                                  | SECTION 6.10 Pension and Welfare Plans                                           |                                                         
|                                                  | SECTION 6.11 Environmental Warranties                                            |                                                         
|                                                  | SECTION 6.12 Regulations T, U and X                                              |                                                         
|                                                  | SECTION 6.13 Accuracy of Information                                             |                                                         
|                                                  |                                                                                  |                                                         

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|ARTICLE VII COVENANTS               |                                              | 41                                                                
|----------------------------------- | -------------------------------------------- | ------------------------------------------------------------------
|                                    | SECTION 7.1 Affirmative Covenants            |                                                                   
|                                    |                                              | SECTION 7.1.1 Financial Information, Reports, Notices             
|                                    |                                              | SECTION 7.1.2 Compliance with Laws                                
|                                    |                                              | SECTION 7.1.3 Maintenance of Properties                           
|                                    |                                              | SECTION 7.1.4 Insurance                                           
|                                    |                                              | SECTION 7.1.5 Books and Records                                   
|                                    |                                              | SECTION 7.1.6 Environmental Covenant                              
|                                    |                                              | SECTION 7.1.7 Conduct of Business and Maintenance of Existence    
|                                    |                                              | SECTION 7.1.8 Use of Proceeds                                     
|                                    | SECTION 7.2 Negative Covenants               |                                                                   
|                                    |                                              | SECTION 7.2.1 Restrictions on Indebtedness                        
|                                    |                                              | SECTION 7.2.2 Liens                                               
|                                    |                                              | SECTION 7.2.3 Investments                                         
|                                    |                                              | SECTION 7.2.4 Consolidation, Merger                               
|                                    |                                              | SECTION 7.2.5 Asset Dispositions                                  
|                                    |                                              | SECTION 7.2.6 Transactions with Affiliates                        
|                                    |                                              | SECTION 7.2.7 Restricted Payments                                 
|                                    |                                              | SECTION 7.2.8 Restrictive Agreements                              
|                                    |                                              | SECTION 7.2.9 Interest Coverage                                   
|                                    |                                              | SECTION 7.2.10 Recourse Debt to Recourse Capital Ratio            
|                                    |                                              | SECTION 7.2.11 ERISA                                              
|ARTICLE VIII EVENTS OF DEFAULT      |                                              | 48                                                                
|                                    | SECTION 8.1 Listing of Events of Default     |                                                                   
|                                    |                                              | SECTION 8.1.1 Non-Payment of Obligations                          
|                                    |                                              | SECTION 8.1.2 Breach of Warranty                                  
|                                    |                                              | SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations
|                                    |                                              | SECTION 8.1.4 Non-Performance of Other Covenants and Obligations  
|                                    |                                              | SECTION 8.1.5 Default on Other Indebtedness                       
|                                    |                                              | SECTION 8.1.6 Judgments                                           
|                                    |                                              | SECTION 8.1.7 Pension Plans                                       
|                                    |                                              | SECTION 8.1.8 Bankruptcy, Insolvency                              
|                                    |                                              | SECTION 8.1.9 Substantive Consolidation                           
|                                    |                                              | SECTION 8.1.10 Unenforceability of Documents                      
|                                    | SECTION 8.2 Action if Bankruptcy             |                                                                   
|                                    | SECTION 8.3 Action if Other Event of Default |                                                                   
|                                    | SECTION 8.4 Rescission of Declaration        |                                                                   
|ARTICLE IX THE ADMINISTRATIVE AGENT |                                              | 51                                                                
|                                    | SECTION 9.1 Actions                          |                                                                   
|                                    | SECTION 9.2 Funding Reliance                 |                                                                   
|                                    | SECTION 9.3 Exculpation                      |                                                                   
|                                    | SECTION 9.4 Successor                        |                                                                   
|                                    | SECTION 9.5 Loans by CNAI                    |                                                                   
|                                    | SECTION 9.6 Reliance by Administrative Agent |                                                                   
|                                    | SECTION 9.7 Notice of Default                |                                                                   
|                                    | SECTION 9.8 Credit Decisions                 |                                                                   
|                                    | SECTION 9.9 Copies                           |                                                                   
|                                    | SECTION 9.10 Collateral                      |                                                                   
|                                    |                                              |                                                                   

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|ARTICLE X MISCELLANEOUS PROVISIONS |                                                                   | 54                            
|---------------------------------- | ----------------------------------------------------------------- | ------------------------------
|                                   | SECTION 10.1 Waivers, Amendments                                  |                               
|                                   | SECTION 10.2 Notices                                              |                               
|                                   | SECTION 10.3 Payment of Costs and Expenses                        |                               
|                                   | SECTION 10.4 Indemnification                                      |                               
|                                   | SECTION 10.5 Survival                                             |                               
|                                   | SECTION 10.6 Severability                                         |                               
|                                   | SECTION 10.7 Headings                                             |                               
|                                   | SECTION 10.8 Execution in Counterparts                            |                               
|                                   | SECTION 10.9 Governing Law; Entire Agreement                      |                               
|                                   | SECTION 10.10 Successors and Assigns                              |                               
|                                   | SECTION 10.11 Sale and Transfer of Loans; Participations in Loans |                               
|                                   |                                                                   | SECTION 10.11.1 Assignments   
|                                   |                                                                   | SECTION 10.11.2 Participations
|                                   | SECTION 10.12 USA Patriot Act                                     |                               
|                                   | SECTION 10.13 Other Transactions                                  |                               
|                                   | SECTION 10.14 Submission To Jurisdiction; Waivers                 |                               
|                                   | SECTION 10.15 WAIVERS OF JURY TRIAL                               |                               
|                                   | SECTION 10.16 Non-Recourse Persons                                |                               
|                                   | SECTION 10.17 Acknowledgments                                     |                               
|                                   | SECTION 10.18 Confidentiality                                     |                               

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SCHEDULES

|1.1(a)   |  |  |  | Commitments                                
|-------- |  | - |  | -------------------------------------------
|1.1(b)   |  |  |  | Addresses for Notices and Lending Offices  
|1.1(c)   |  |  |  | Collins Leases                             
|2.6.12   |  |  |  | Agreed Alternate Currency Letters of Credit
|7.2.1    |  |  |  | Liens                                      
|EXHIBITS
|A        |  |  |  | Form of Borrowing Request                  
|B        |  |  |  | Form of Continuation/Conversion Notice     
|C        |  |  |  | Form of Assignment Agreement               
|D        |  |  |  | Form of Borrower Security Agreement        
|E        |  |  |  | Form of Opinions of Counsel                
|F        |  |  |  | Form of Communications Agreement           

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CREDIT AGREEMENT dated as of April 27, 2004 among EDISON MISSION ENERGY, a corporation duly organized and validly existing under the laws of Delaware (the
"Borrower"), the various financial institutions as are or may become parties hereto (collectively, the
"Lenders"), the Issuing Lenders and CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative
agent for the Lenders and the Issuing Lenders party hereto.

RECITALS

A.    The
Borrower has requested that the Lenders establish a credit facility to make revolving loans and to issue letters of credit from time to time for general corporate
purposes of the Borrower, as further described herein, and to pay certain fees and expenses associated with this Agreement and the Loans as further described herein; and

B.    The
Lenders are willing to make such credit facility available upon and subject to the terms and conditions hereinafter set forth.

NOW,
THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION
1.1Defined Terms.The following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

"Administrative Agent" means CNAI in its capacity as administrative agent for the Lenders hereunder, and includes each other Person as may
have subsequently been appointed as the successor Administrative Agent pursuant toSection 9.4.

"Affiliate" of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with
such Person (excluding any trustee under, or any committee with responsibility for administering, any Pension Plan or Welfare Plan). A Person shall be deemed to be "controlled by" any other Person if
such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

"Affiliate Bankruptcy Event" means, with respect to Edison International or any of its Subsidiaries (other than the Borrower), such Person
shall:



"Agent-Related Persons" means CNAI and each other Person as may have subsequently been appointed as the successor Administrative Agent
pursuant toSection 9.4, together with their respective Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of CNAI, each such other Person and such Affiliates.

"Agreed Alternate Currency" shall mean the currencies listed onSchedule 2.6.12,
pursuant to the procedures specified inSection 2.6.12(b).

"Agreed Alternate Percentage" shall mean the percentages listed opposite the Agreed Alternate Currencies on Schedule 2.6.12, pursuant to the procedures specified inSection 2.6.12(b).

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"Agreement" means, on any date, this Credit Agreement as originally in effect on the Effective Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in effect on such date.

"Alternate Base Rate" means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum equal to the
highest of:



Each
change in any interest rate provided for herein based upon the Alternate Base Rate resulting from a change in the Alternate Base Rate shall take effect at the time of such change in the Alternate
Base Rate.

"Anticipated Repatriation Costs" means, on any date of determination for any period, an amount equal to the product of (a) 35%
times (b) the excess (if any) of (i) the amount of any Distributions or Net Intercompany Loan Proceeds received and retained by the Permitted International Subsidiary during such period
(the "retained portion")over(ii) thesumof
(A) the outstanding principal amount of intercompany loans from the Borrower or a Permitted Domestic Affiliate to the Permitted International Subsidiary on such date of determination plus(B) payments of principal of and interest on Indebtedness of the Borrower to creditors of the Permitted International Subsidiary or
Subsidiaries of the Permitted International Subsidiary made by the Permitted International Subsidiary or Subsidiaries of the Permitted International Subsidiary during such period plus(C) the
Freely Distributable Amount on such date of determination.

"Applicable Margin" means, for any day with respect to any LIBO Rate Loans, the LIBOR Applicable Margin and for any day with respect to
Base Rate Loans, the Base Rate Applicable Margin.

"Approved Funds" means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in
commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignee" has the meaning set forth inSection 10.11.1.

"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit C.

"Assignor" has the meaning set forth inSection 10.11.1.

"Authorized Representative" means, relative to any Person, those of its officers and employees whose signatures and incumbency shall have
been certified to the Administrative Agent and the Lenders pursuant toSection 5.1.3.

"Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.

"Base Rate Applicable Margin" is 2.50% per annum.

"Base Rate Loan" means a Loan bearing interest at a fluctuating rate of interest per annum determined by reference to the Alternate Base
Rateplusthe Base Rate Applicable Margin from time to time in effect.

"Board of Directors" means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to
a partnership, the general partners or the management committee of the partnership; or (c) with respect to any other Person, the board or committee of such Person serving a similar function.

"Borrower" has the meaning set forth in thepreamble.

2

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"Borrower Security Agreement" means the Security Agreement dated as of April 27, 2004 between the Borrower and the Administrative
Agent, substantially in the form ofExhibit D, as amended, supplemented, amended and restated or otherwise modified and in effect from time to
time.

"Borrowing" means Loans of the same type and, in the case of LIBO Rate Loans having the same Interest Period, made by all Lenders on the
same Business Day and pursuant to the same Borrowing Request in accordance withSection 2.3.

"Borrowing Request" means a loan request and certificate duly executed by an Authorized Representative of the Borrower, substantially in
the form ofExhibit A.

"Business Day" means:



"BV Holdings" means Mission Energy Holdings International Inc., a Delaware corporation.

"Capital Stock" means



but
excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

"Capitalized Lease Liabilities" of any Person means all monetary obligations of such Person under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of each Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP.

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent in accordance with Section 2.6.13, for the ratable benefit of the
Administrative Agent, the Issuing Lenders and the Lenders, as collateral for the LC Exposures,
cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lenders.

"Cash Disbursements" means, in respect of any period, an amount equal to the aggregate amount of all Obligations due and payable with
respect to Recourse Debt during such period.

"Cash Equivalent Investment" means, at any time:



"CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List.

3

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"Citibank" means Citibank, N.A., a national banking association.

"CNAI" has the meaning set forth in thepreamble.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" has the meaning set forth in the Borrower Security Agreement.

"Collateral Account" has the meaning set forth in the Borrower Security Agreement.

"Collateral Parties" means, collectively, Anacapa Energy Company, a California corporation, Silverado Energy Company, a California
corporation, Viejo Energy Company, a California corporation, Del Mar Energy Company, a California corporation, Mission del Cielo, Inc., a Delaware corporation, Edison Mission Holdings Co., a
California corporation, Midwest Generation EME, LLC, a Delaware limited liability company, Camino Energy Company, a California corporation, Southern Sierra Energy Company, a California corporation,
San Joaquin Energy Company, a California corporation and Western Sierra Energy Company, a California corporation.

"Collins Leases" means each of the Facility Leases identified onSchedule 1.1(c).

"Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make Loans and to acquire participations in
Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Credit Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant toSection 2.2.5orSection 3.1and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant toSection 10.11.1. The initial amount of each Lender's Commitment is set forth on Schedule 1.1(b), or in the Assignment Agreement pursuant to which such Lender shall have assumed its Commitment, as applicable.

"Commitment Amount" means $98,000,000, as the same may be reduced in accordance with Section 2.2.5orSection 3.1.

"Communications Agreement" means the Communications Agreement dated as of April 27, 2004 between the Borrower and the
Administrative Agent, substantially in the form ofExhibit F, as amended, supplemented, amended and restated or otherwise modified and in effect
from time to time.

"Computation Date" has the meaning specified inSection 2.6.12.

"Consolidated Net Worth" means, at any date, the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries
determined as of such date without giving effect to (a) any non-cash charges relating to the termination of the Collins Leases and impairment of related assets and (b) any
accumulated other comprehensive gain or loss after December 31, 2003plus, to the extent not otherwise included therein, (i) the
liquidation preference at such date of non-redeemable preferred stock of the Borrower and (ii) to the extent not included therein, Equity Preferred Securities.

"Consolidated Subsidiary" means, at any date, any Subsidiary or other entity the accounts of which would be consolidated with those of the
Borrower in its consolidated financial statements if its consolidated financial statements were prepared as of such date.

"Contingent Liability" means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed
for purposes of this Agreement to be the outstanding principal

4

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amount
of the debt, obligation or other liability guaranteed thereby;provided,however, that if the
maximum amount of the debt, obligation or other liability guaranteed thereby has not been established, the amount of such Contingent Liability shall be the maximum reasonably anticipated amount of the
debt, obligation or other liability;provided,further, however, that any agreement to limit the maximum
amount of such Person's obligation under such Contingent Liability shall not, of and by itself, be
deemed to establish the maximum reasonably anticipated amount of such debt, obligation or other liability.

"Continuation/Conversion Notice" means a notice of continuation or conversion and certificate duly executed by an Authorized
Representative of the Borrower, substantially in the form ofExhibit B.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound.

"Contractual Restrictions" mean Contractual Obligations of the Borrower or any of its Subsidiaries limiting or restricting any of the
following activities of the Borrower or any of its Subsidiaries: (a) Restricted Payments, (b) the repayment or prepayment of intercompany notes or other intercompany
obligations or reimbursements of management and other intercompany charges, expenses or accruals or other returns on investment, (c) disposition of assets, (d) incurrence of
Indebtedness, (e) issuance of equity or (f) activities related to the foregoing.

"Controlled Group" means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

"Correlative Financing Provisions" means (a) with respect to each Financed Enterprise with respect to any provision in Section 7.2, the most restrictive
correlative provision or provisions in the Effective Date Financing Documentation or in the documentation
governing any Permitted Refinancing Indebtedness refinancing or replacing such Effective Date Financing Documentation and (b) with respect to each Financed Enterprise with respect to any other
provision (other than any provision inSection 7.2) in this Agreement, the most restrictive correlative provision or provisions in the Effective
Date Financing Documentation or in the documentation governing any Permitted Refinancing Indebtedness refinancing or replacing such Effective Date Financing Documentation, as the same may from time to
time be amended, supplemented, amended and restated or otherwise modified and in effect on such date.

"Credit Exposure" means, with respect to a Lender at any time, thesumof the outstanding
principal amount of such Lender's Loans and LC Exposure at such time.

"Credit Extension" means and includes (a) any Borrowing and (b) any Issuance of, or participation in, any Letters of Credit.

"CSFB" means Credit Suisse First Boston, acting through its Cayman Islands branch.

"Current Disposition" shall have the meaning set forth inSection 3.1.2(a).

"Debt Rating" means, with respect to any Person, a rating of such Person's long-term debt which is not secured or supported by
a guarantee, letter of credit or other form of credit enhancement. If Moody's or S&P shall have changed its system of classifications after the date hereof, a Debt Rating shall be considered to be at
or above a specified level if it is at or above the new rating which most closely corresponds to the specified level under the old rating system.

"Default" means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute
an Event of Default.

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"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 "mark to market" basis on such date.

"Disposition" means any sale, assignment, transfer or other disposition of all or any substantial part of its property (whether now owned
or hereafter acquired) by the Borrower or any Collateral Party (or any Subsidiary of a Collateral Party) to any other Person. The verb "Dispose" shall
have a correlative meaning. Notwithstanding the foregoing, the following items shall not be deemed to be Dispositions:



"Distributions" means, with respect to any period (computed without duplication) each of the following to the extent received or available
to be received by the Borrower or the Permitted International Subsidiary: (a) any cash interest on intercompany loans to Subsidiaries, (b) cash principal payments on intercompany loans
to Subsidiaries extended in prior periods, (c) distributions or dividends constituting a return on capital, (d) distributions, dividends or other payments constituting a return of
capital to the extent the same relates to costs and expenses directly or indirectly incurred by the Borrower in the development or construction of electric generation facilities or oil and gas
properties that are subsequently financed by Indebtedness secured by such facilities or properties and (e) management fees paid in cash.

"Dollar" and the sign "$" mean lawful money of the United States.

"Dollar Equivalent" means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time and
(b) as to any amount denominated in any Offshore Currency or Agreed Alternate Currency, the equivalent amount in Dollars as determined at such time on the basis of the Spot Rate for the
purchase of Dollars with such Offshore Currency or Agreed Alternate Currency on the most recent Computation Date.

"Domestic Office" means, relative to any Lender, the office of such Lender designated on Schedule 1.1(b)or designated in the Assignment Agreement pursuant to which
such Lender became a Lender hereunder or such other office of a
Lender (or any successor or assign of such Lender) within

6

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the
United States as may be designated from time to time by notice from such Lender, as the case may be, to each other Person party hereto. A Lender may have separate Domestic Offices for purposes of
making, maintaining or continuing, as the case may be, Base Rate Loans.

"Edison International" means Edison International, a California corporation.

"Edison Mission Group" means Edison Mission Group, a California corporation.

"Effective Date" means the date this Agreement becomes effective pursuant to Section 5.1.

"Effective Date Financing Documentation" means, with respect to each Financed Enterprise, documentation governing each Financing of such
Financed Enterprise as in effect on the Effective Date.

"Environmental Laws" means all applicable Federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to Hazardous Materials and/or to public health and protection of the environment, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, and the Resource Conservation and Recovery Act, as amended.

"Equity Issuance" means (a) any issuance or sale by the Borrower or any of its Subsidiaries after the Effective Date of
(i) any of its Capital Stock, (ii) any warrants or options exercisable in respect of its Capital Stock (other than any warrants or options issued to directors, officers or employees of
the Borrower or any of its Subsidiaries pursuant to employee benefit plans established in the ordinary course of business and any Capital Stock of the Borrower issued upon the exercise of such
warrants or options) or (iii) any other security or instrument representing an equity interest (or the right to obtain any equity interest) in the Borrower or any of its Subsidiaries or
(b) the receipt by any of the Borrower's Subsidiaries after the Effective Date of any capital contribution (whether or not evidenced by any equity security issued by the recipient of such
contribution);providedthat Equity Issuance shall not include (x) any such issuance or sale described in clause (a) above by any
Subsidiary of the Borrower to the Borrower or any direct or indirect Subsidiary of the Borrower or (y) any capital contribution by the Borrower or any direct or indirect Subsidiary of the
Borrower to any Subsidiary of the Borrower.

"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 Maturity Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with
the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"Event of Default" has the meaning set forth inSection 8.1.

"Excluded Taxes" means, with respect to the Administrative Agent, the Issuing Lenders or any Lender or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which it is located (other than a jurisdiction in which it is
treated as being located solely by reason of its participation in transactions contemplated by the Loan

7

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Documents),
(c) in the case of a Non-U.S. Lender, any Tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes
a party to this Agreement, except to the extent that such Non-U.S. Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with
respect to such Tax pursuant toSection 4.7(a)and (d) in the case of a Non-U.S. Lender, any Tax that is attributable to such
Non-U.S. Lender's failure or inability to comply withSection 4.7(e).

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it.

"Fee Letters" means (a) the Fee Letter dated as of April 2, 2004 between the Borrower, CNAI, CSFB, JPMS and Lehman, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time and (b) each Fee Letter between the Borrower and any Issuing Lender, as each such Issuing
Lender Fee Letter may be amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Financed Enterprise" means, individually, each Financed Subsidiary and each Joint Enterprise.

"Financed Subsidiary" means as of the Effective Date, each Collateral Party and each Subsidiary of a Collateral Party with a Financing.

"Financing" means, with respect to any Person, either Indebtedness of such Person or Lease Obligations of such Person, or a combination of
both.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a
number corresponding to any calendar year (e.g., the "2003 Fiscal Year") refers to the Fiscal Year ending on December 31 occurring during such
calendar year.

"Freely Distributable Amount" means, on any date of determination for any period, an amount (computed on the basis of the amounts reported
or reflected on the most recently filed consolidated U.S. Federal income tax return and all subsequent filings for the Borrower and its Subsidiaries) equal to the sumof (a) amounts which if
distributed by the Permitted International Subsidiary during such period would be excluded from U.S. taxation, as
previously taxed, under section 959 of the Code, or any successor provisionplus(b) amounts which if distributed by the Permitted
International Subsidiary during such period would constitute a nontaxable return of capital under section 301(c)(2) of the Code, or any successor provision plus(c) amounts accrued and payable
representing any arms length royalty payment, administrative service fee, technical services fee,
contractual payment obligation or any arms length contractual fee owed by the Permitted International Subsidiary to a Permitted Domestic Affiliate.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Funds Flow from Operations" means, for any period, thesumof 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 (orlessnegative Net
Intercompany Loan Proceeds for such period)less(c) Anticipated Repatriation Costsplus(d) Distributions made by the Permitted International Subsidiaryplus(e) cash received (if any) by the Borrower during such period
pursuant to Tax Sharing Agreementsless(f) cash

8

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paid
(if any) by the Borrower during such period pursuant to Tax Sharing Agreementsplus(g) cash received (if any) as tax refunds on foreign,
federal or state income taxesless(h) cash paid (if any) on foreign, federal or state income tax obligations plus(i) interest income received
or available to be received by the Borrower and Permitted International Subsidiary during such periodless(j) Operating Expenses and Permitted International Subsidiary Expenses during such period.

"GAAP" has the meaning set forth inSection 1.4.

"Governmental Approval" means any authorization, consent, approval, license, permit, exemption, filing or registration with any
Governmental Authority.

"Governmental Authority" means any nation or governmental, any state, provincial or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Granting Lender" has the meaning set forth inSection 10.11.1(e).

"Hazardous Material" means:



"herein", "hereof", "hereto",
"hereunder" and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or
provision of such Loan Document.

"including" means including without limiting the generality of any description preceding such term, and, for purposes of each Loan
Document, the parties thereto agree that the rule ofejusdem generisshall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

"Indebtedness" of any Person means, without duplication:



9

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For
all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer.

"Indemnified Liabilities" has the meaning set forth inSection 10.4(a).

"Indemnified Parties" has the meaning set forth inSection 10.4(a).

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Initial Issuing Lenders" means CNAI in its capacity as an issuer of Letters of Credit.

"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,providedthat, 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 Consolidated 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.

"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 Period" means, relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is
made or continued as, or converted into, a LIBO Rate Loan pursuant toSection 2.3or2.4and
shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day
of such month), in either case as the Borrower may select in its relevant notice pursuant toSection 2.3or 2.4;provided,however, that (a) if such Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless, if such Interest Period applies to LIBO Rate Loans, such
next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day) and
(b) no Interest Period may end later than the "Maturity Date".

10

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"Investment" means, relative to any Person:



The
amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of
such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of
such property.

"ISP" means the International Standby Practices as set forth in the International Chamber of Commerce Publication No. 590, or such
later revision thereof in effect at the time of an Issuance of a Letter of Credit.

"Issuance Date" means the date on which a Letter of Credit is Issued pursuant to Section 2.6.

"Issue" means, with respect to any Letter of Credit, to issue or to extend the expiry of, to amend or to renew or to increase the amount
of, such Letter of Credit; and the terms "Issued", "Issuing" and
"Issuance" have corresponding meanings.

"Issuing Lenders" means the Initial Issuing Lender and each other Person as may have subsequently been appointed as a successor or an
additional Issuing Lender pursuant toSection 2.6.11.

"Joint Enterprise" means a general partnership, limited partnership, joint venture or similar entity in which a Collateral Party or a
Subsidiary of a Collateral Party is a partner, joint venturer or equity participant. The term "Joint Enterprise" shall exclude, to the extent included, partnerships or other business entities included
in the definition of "Subsidiary".

"JPMS" means J.P. Morgan Securities Inc.

"LC Collateral Account" means an account established in the name of the Borrower but under the exclusive dominion and control of the
Administrative Agent, which shall be a "securities account" (as defined in Section 8-501(a) of the UCC) and, to the extent that credit balances not constituting "financial assets"
(as defined in Section 8-102(a)(9) of the UCC) are credited thereto, a "deposit account" (as defined in Section 102(a)(29) of the UCC).

"LC Disbursement" means a payment made by any Issuing Lender pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the Required Commitment Amount at such timeminusany
Cash Collateralized amounts. The LC Exposure of any Lender at any time shall be its Percentage of the total LC Exposure at such time.

"Lease Obligations" means rent, supplemental rent, termination value, or a similar monetary obligation under, or pursuant to, a lease or
related documents in connection with a leveraged lease transaction (including Contingent Liabilities related thereto).

"Lehman" means Lehman Brothers Inc.

"Lenders" has the meaning set forth in thepreamble.

"Letter of Credit" means any letter of credit issued pursuant to this Agreement.

"Letter of Credit Application" has the meaning set forth inSection 2.6.2.

11

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"Letter of Credit Documents" means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties
concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be amended, supplemented, amended and restated or
otherwise modified and in effect from time to time.

"Leveraged Lease Basic Documents" means the Basic Documents as defined in the Leveraged Lease Participation Agreement.

"Leveraged Lease Participation Agreement" means, collectively (a) the Participation Agreement dated as of August 17, 2000 by
and among Midwest, the Borrower, 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 Trustee; (b) the Participation Agreement dated as of August 17, 2000 by and among Midwest, the Borrower, 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 Trustee; (c) the Participation
Agreement dated as of August 17, 2000 by and among Midwest, the Borrower, 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 Trustee; and (d) the Participation Agreement dated as of August 17, 2000 by and among Midwest, the
Borrower, 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 Trustee, in each case, as amended, supplemented, amended and restated or otherwise in effect from time to time.

"Leveraged Lease Transaction" means the transaction consummated pursuant to the Leveraged Lease Participation Agreement and the Leveraged
Lease Basic Documents."

"LIBO Rate" means, for each day during each Interest Period for each LIBO Rate Loan, the rate per annum determined on the basis of the
rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Telerate Service Page 3750 as of 11:00 a.m., London
time, two (2) Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Telerate Service Page 3750, the "LIBO
Rate" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in
the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York City time, two (2) Business Days
prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first
day of such Interest Period for the number of days comprised therein. Notwithstanding any other provision hereof, at such time as there shall exist for any Lender a LIBOR Reserve Percentage which is
greater than zero, the LIBO Rate used in the determination of LIBO Rate Loans made by such Lender shall be the LIBO Rate (Reserve Adjusted).

"LIBO Rate Loan" means a Loan bearing interest, at all times during an Interest Period applicable to such Loan at a fixed rate of interest
per annum determined by reference to the LIBO Rateplusthe LIBOR Applicable Margin from time to time in effect.

"LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for
any Interest Period, a rate per annum (rounded upwards,

12

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if
necessary, to the nearest whole multiple of l/100 of 1%) determined pursuant to the following formula:

LIBO Rate (Reserve Adjusted)

=

LIBO Rate1.00LIBOR Reserve Percentage


The
LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect on, and the
applicable rates furnished to and received by the Administrative Agent, two (2) Business Days before the first day of such Interest Period.

"LIBOR Applicable Margin" is 3.50% per annum.

"LIBOR Office" means, relative to any Lender, the office of such Lender designated as such on Schedule 1.1(b)or designated in the Assignment Agreement or such
other office of a Lender as designated from time to time by notice from such
Lender to the Borrower and the Administrative Agent pursuant toSection 4.4, whether or not outside the United States, which shall be making or
maintaining LIBO Rate Loans of such Lender hereunder.

"LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal)
equal to the aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes
in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of and including "Eurocurrency Liabilities",
as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

"Loan" has the meaning set forth inSection 2.1.

"Loan Documents" means (a) this Agreement, (b) the Borrower Security Agreement, (c) the Communications Agreement,
(d) the Fee Letters, (e) the Letter of Credit Documents and (f) the other agreements, documents and instruments delivered in connection with this Agreement, including each
Borrowing Request and each Continuation/Conversion Notice.

"Material Adverse Effect" means any event, development or circumstance that has had or would reasonably be expected to have a material
adverse effect on (a) the business, assets, property, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries, taken as a whole since the Effective Date,
(b) the ability of the Borrower to perform its obligations under any of the Loan Documents or (c) the aggregate value of the Collateral or the validity, enforceability or priority of the
security interests granted in favor of the Lenders pursuant to the Borrower Security Agreement granting a security interest in the Collateral.

"Maturity Date" means April 27, 2007.

"MEHC" means Mission Energy Holding Company, a Delaware corporation.

"Midwest" means Midwest Generation, LLC, a Delaware limited liability company.

"Midwest Credit Agreement" means the Credit Agreement dated as of April 27, 2004 between Midwest, the Administrative Agent, the
Lenders party thereto and the Issuing Lenders party thereto, as it may be amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

13

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"Midwest Notes" mean the 8.75% Second Priority Senior Secured Notes in an aggregate principal amount of $1,000,000,000 issued on the date
of and pursuant to an indenture dated as of the date hereof among Midwest and The Bank of New York, as trustee.

"Moody's" means Moody's Investors Service, a division of Dun & Bradstreet Corporation, and its successors and assigns.

"Net Cash Proceeds" means, in connection with any Disposition of a Collateral Party or of the assets or property of a Collateral Party (or
a Subsidiary of a Collateral Party), the cash proceeds (or proceeds consisting of Cash Equivalent Investments) received by such Person from such Disposition, reduced by (a) the amount of any
legal, title, and recording tax expenses, commissions and other fees, costs and expenses directly or indirectly incurred by such Person as a result of such Disposition, (b) the amount of any
Taxes, incurred by such Person by reason of such Disposition and, in the case of any Subsidiary of the Borrower, after reduction by the amount of any Taxes incurred by such Subsidiary by reason of the
transfer of such proceeds directly or indirectly to the Borrower or the receipt of such proceeds, and (c) repayments of Indebtedness to the extent that the transferee of (or holder of a Lien
on) the property subject to such Disposition requires that such Indebtedness be repaid as a condition to the Disposition of such property.

"Net Intercompany Loan Proceeds" means, for any period, (a) cash proceeds of intercompany loans received by the Permitted
International Subsidiary during such periodminus(b) the amount of principal payments on intercompany loans paid or due and payable by the
Permitted International Subsidiary during such period as a result of demand for payment by the payee or the maturity of intercompany loan (upon the occurrence of the stated maturity, acceleration of
the maturity or otherwise).

"Net Tangible Assets" means, as of the date of any determination thereof, the total amount of all assets of the Borrower and its
Subsidiaries (determined on a consolidated basis in accordance with GAAP), less thesumof (a) the consolidated current liabilities of the
Borrower and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) and (b) assets properly classified as "intangible assets" in accordance with GAAP.

"Non-Recourse Debt" means Indebtedness which the Borrower is not directly or indirectly obligated to repay.

"Non-Recourse Persons" means the Affiliates of the Borrower, including Edison Mission Group, Edison International, MEHC and
Southern California Edison Company, and the officers, directors, employees, shareholders, agents, Authorized Representatives and other controlling persons of the Borrower or any of its Affiliates, providedthat in no event shall the Borrower be deemed to be a Non-Recourse Person.

"Non-U.S. Lender" has the meaning set forth inSection 4.7(e).

"Obligations" means with respect to any Indebtedness of any Person (collectively, without duplication): (i) all debt, financial
liabilities and obligations of such Person of whatsoever nature and howsoever evidenced (including, but not limited to, principal, interest, fees, reimbursement obligations, cash cover obligations,
penalties, indemnities and legal and other expenses, whether due after acceleration or otherwise) to the providers or holders of such Indebtedness or to any agent, trustee or other representative of
such providers or holders of such Indebtedness under or pursuant to each agreement, document or instrument evidencing, securing, guaranteeing or relating to such Indebtedness, financial liabilities or
obligations relating to such Indebtedness (including, without limitation, Loan Documents applicable to such Indebtedness (if any)), in each case, direct or indirect, primary or secondary, fixed or
contingent, now or hereafter arising out of or relating to any such agreement, document or instrument; (ii) any and all sums advanced by the Administrative Agent or any other Person in order to
preserve the Collateral or any other collateral securing such Indebtedness or

14

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to
preserve the Liens and security interests in the Collateral or any other collateral, securing such Indebtedness; and (iii) the costs and expenses of collection and enforcement of the
obligations referred to in clauses (i) and (ii) (including, without limitation, (A) the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on any Collateral or any other collateral, (B) the costs and expenses of any exercise by the Administrative Agent or any other Person of its rights under the Borrower
Security Agreement or any other security documents and (C) reasonable attorneys' fees and court costs).

"Offshore Currency" means at any time Australian dollars, English pounds sterling, Euros and New Zealand dollars.

"Operating Expenses" means, for any period, all amounts accrued or available to be 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.

"Organic Document" means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws and
all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock; with respect to any Person that is a limited liability company, its
certificate of formation and its limited liability agreement, and, with respect to a private limited liability company, its deed of incorporation, its articles of association, all shareholders
agreements, if any, and the shareholders register in each case, as from time to time amended, supplemented, amended and restated, or otherwise modified and in effect from time to time.

"Other Taxes" means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar
levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

"Participant" has the meaning set forth inSection 10.11.2.

"Partnership" means a general partnership, limited partnership, joint venture or similar entity in which the Borrower or a Subsidiary is a
partner, joint venturer or equity participant. The term "Partnership" shall exclude, to the extent included, partnerships or other business entities included in the definition of "Subsidiary".

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA
(other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is, along with the Borrower, a member of a
Controlled Group, has any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

"Percentage" means, at the time of determination, thesumof the amount of such Lender's
Loans, LC Exposure and unused Commitmentsdivided bythesumof the total amount of Loans, LC Exposure
and unused Commitments.

"Permitted Domestic Affiliate" means (a) Edison Mission Project Co. ("EMP"),
(b) BV Holdings, (c) EME UK International LLC ("EME UK"), (d) EME Southwest Power Corporation ("EME
Southwest") and (e) any other Person that becomes a direct wholly-owned Subsidiary of EMP, BV Holdings, EME UK or EME Southwest (each a "Subject
Subsidiary" and, together with EMP, BV Holdings, EME UK and EME Southwest, the "Domestic Affiliates") so long as on any date of

15

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determination:
(a) (i) in the case of EMP and BV Holdings, such Person is a direct wholly-owned Subsidiary of the Borrower; (ii) in the case of EME UK and EME Southwest, such Person is
either (A) a direct wholly-owned Subsidiary of BV Holdings or (B) a direct wholly-owned Subsidiary of a Subject Subsidiary of BV Holdings; and (iii) in the case of each Subject
Subsidiary, such Subject Subsidiary is a direct wholly-owned Subsidiary of EMP, BV Holdings, EME UK or EME Southwest; (b) such Domestic Affiliate owns directly or through another Domestic
Affiliate an equity interest in the Permitted International Subsidiary; (c) such Domestic Affiliate does not have any outstanding Indebtedness (other than (i) Indebtedness incurred in
the ordinary course of business of the nature described inclauses (b),(e)and (f)of the definition of
"Indebtedness" or (ii) intercompany loans payable to another Domestic
Affiliate or the Borrower); (d) such Domestic Affiliate does not have any Liens against its property or assets (other than Liens of the nature described inclauses
(b),(c)and(d)of Section 7.2.2); (e) such Domestic Affiliate is not and
cannot be restricted directly or indirectly from making payments or distributions
to the Borrower (or to the Domestic Affiliate that is the parent of such Domestic Affiliate) pursuant to restrictive agreements or arrangements; and (f) such Domestic Affiliate is not
restricted directly or indirectly from making payments or distributions to the Borrower (or to the Domestic Affiliate that is the parent of such Domestic Affiliate) as a matter of law (whether by
virtue of the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, any dissolution, winding up or liquidation
proceeding, any appointment of a trustee, receiver, sequestrator or other custodian or otherwise).

"Permitted International Subsidiary" means MEC International B.V. ("MECI") so long as on
any date of determination: (a) MECI is an indirect wholly-owned Subsidiary of the Borrower owned by the Borrower through the Permitted Domestic Affiliates; (b) MECI does not have any
outstanding Indebtedness (other than (i) Indebtedness incurred in the ordinary course of business of the nature described inclauses (b), (e)and(f)of the definition of "Indebtedness",
(ii) intercompany loans payable to its Subsidiaries or the Borrower or (iii) Indebtedness described inclause (c)(ii)below);
(c) MECI does not have any Liens against its property or assets (other than (i) Liens of the nature described inclauses (b), (c)and(d)ofSection 7.2.2or (ii) Liens
on equity interests in its Subsidiaries for the benefit of financial institutions or noteholders (or an agent or trustee on their behalf) providing financing directly or indirectly to such
Subsidiaries) and such financial institutions or noteholders (or such agent or trustee) have not commenced remedial action with respect to such Lien); (d) MECI is not and cannot be restricted
directly or indirectly from making payments or distributions to the Borrower pursuant to restrictive agreements or arrangements; and (e) MECI is not restricted directly or indirectly from
making payments or distributions to the Borrower as a matter of law (whether by virtue of the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law, any dissolution, winding up or liquidation proceeding, any appointment of a trustee, receiver, sequestrator or other custodian or otherwise).

"Permitted International Subsidiary Expenses" means, for any period, all amounts accrued by the Permitted International Subsidiary 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.

"Permitted Refinancing Indebtedness" means, with respect to any Person, any refinancing of a Financing of such Person issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, "refinance") other Financings of such
Person;provided, that (a) the aggregate principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the aggregate principal amount (or accreted value, if applicable) of the Financing being refinanced (plusall accrued interest thereon and the
amount of all expenses and premiums in connection therewith), (b) the maturity date of the Permitted Refinancing Indebtedness is no earlier than the maturity date of the Financing being
refinanced and such Permitted Refinancing Indebtedness has a weighted average life to maturity equal to or greater than the weighted

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average
life to maturity of the Financing being refinanced, (c) subject to clause (d) below, any Contractual Restrictions incurred in connection with such Permitted Refinancing
Indebtedness are (as determined in good faith by the Borrower's Board of Directors, the determination of which shall be evidenced by a resolution of such Board of Directors) no more restrictive on
such Person or its Subsidiaries or Affiliates than the Financing being refinanced taken as a whole and (d) with respect to any refinancings within 12 months of the maturity date of such
Financing, such Permitted Refinancing Indebtedness may contain Contractual Restrictions that are in the written opinion of the Borrower's chief executive officer or chief financial officer required by
the lenders in order to obtain such refinancings, are customary for such refinancings and apply only to the assets of or revenues of the Person which is the subject of the refinancing.

"Person" means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental
agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"Powerton/Joliet Guarantees" means, collectively, (a) 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, (b) 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,
(c) 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 (d) 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 a stated
aggregate principal amount equal to $1,367,000,000, as such amount
may be reduced from time to time pursuant to the terms thereof, evidencing in each case a loan from Midwest to the Borrower.

"Pro Forma" means, with respect to a calculation, that such calculation is made in accordance with Regulation S-X under
the Securities Act and gives effect to all relevant modifications to contractual arrangements that have been made prior to, or are being made on, the calculation date; provided, that in the case of a
calculation for any period occurring prior to the Effective Date, all contractual arrangements in effect on the
Effective Date shall be deemed to have been in effect for the entirety of such period.

"Quarterly Payment Date" means the last day of each March, June, September, and December or, if any such day is not a Business Day, the
next succeeding Business Day.

"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 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; and (B) indebtedness of the Borrower under guarantees of rental expenses to the extent
attributable to lease indebtedness provided

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by
Subsidiaries under leasing transactions; 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)(B)above, if applicable)plusreasonably anticipated indemnity or other similar
payments as of such date of determination;providedthat 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 plusreasonably 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 dateplus(ii) Recourse Debt.

"Register" has the meaning set forth inSection 10.11.1(b).

"Required Commitment Amount" means, at any time, (a) 100% of the aggregate undrawn amount of all outstanding Dollar denominated
Letters of Credit, (b) 110% of the Dollar Equivalent of the aggregate undrawn amount of all outstanding Offshore Currency denominated Letters of Credit, (c) the sum of the Dollar
Equivalent of the undrawn amount of each Agreed Alternate Currency denominated Letters of Credit each multiplied by its respective Agreed Alternate Percentage, (d) the aggregate amount of all
LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time and (e) all other amounts payable to an Issuing Lender under the Letter of Credit Documents.

"Required Lenders" means, at any time, Lenders having Credit Exposures and unused Commitments representing at least 50.01% of the sumof the total Credit Exposures and
unused Commitments at such time.

"Requirement of Law" means, as to any Person, the Organic Documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other authority, in each case, applicable to or binding upon such Person or any of its Property or to which such Person or any of its property is subject.

"Restricted Payment" means any dividend (other than a dividend of the Borrower payable solely in common stock of the Borrower) on, or any
payment on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of capital
stock of or other ownership interest or any warrants or options to purchase any such stock or ownership interest, whether now or hereafter outstanding, or making of any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in obligations of the Person making such dividend or payment.

"Restrictive Financing Documents" has the meaning set forth inSection 7.2.8.

"S&P" means Standard & Poor's Ratings Services and its successors and assigns.

"Significant Collateral Party Event" means the occurrence of a default in the payment when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any Indebtedness of a Collateral Party or a Subsidiary of a Collateral Party or a default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of
time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity, in
either case, such Indebtedness having a principal amount, individually or in the aggregate, in excess of $20,000,000; provided that a cure by such Financed Enterprise or a waiver of

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such
default (which such waiver shall not impose more restrictive conditions than the Correlative Financing Provisions (on such Financed Enterprise) by the holders of such Indebtedness shall
constitute a waiver or a cure of such default for the purposes of this Agreement.

"Solvent" means, with respect to any Person, on any date of determination: (a) the fair market value of its assets is in excess of
the total amount of its liabilities (including net contingent liabilities); (b) it is then able and expects to be able to pay its debts as they mature; and (c) it has capital sufficient
to carry on its business as conducted and as proposed to be conducted. For purposes of the foregoing the amount of contingent liabilities at any time shall be computed as the amount that, in light of
all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.

"Southern California Edison Company" means Southern California Edison Company, a California corporation.

"SPC" has the meaning set forth inSection 10.11.1(e).

"Spot Rate" for a currency means (a) for determining the Dollar Equivalent pursuant to Section 2.6.10, the rate quoted by an Issuing Lender as the spot rate
for the purchase by such Issuing Lender of such currency with another
currency through its foreign exchange trading desk at approximately 11:00 a.m., New York City time, on the date as of which the foreign exchange computation is made and (b) for all other
calculations, the rate quoted by Citibank as the spot rate for the purchase by Citibank of such currency with another currency through its FX Dealing Desk at approximately 11:00 a.m., New York
City time, on the date as of which the foreign exchange computation is made.

"Subordinated Debt" means all unsecured Indebtedness of the Borrower for money borrowed which is subordinated, upon terms (including the
terms applicable to the payment, prepayment, redemption, purchase or defeasance thereof) satisfactory to the Required Lenders, in right of payment to the payment in full in cash of all Obligations.

"Subsidiary" means, with respect to any Person: (a) any corporation, association or other business entity of which more than 50% of
the outstanding Capital Stock having ordinary voting power to elect a majority of the directors, managers or trustees of such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one
or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; and (b) any partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

"Subsidiary Payments" has the meaning set forth inSection 7.2.8.

"Tax" or "Taxes" means, with respect to any Person, any present or future taxes (including
income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever), levies, imposts, duties, fees or charges imposed by any government or any governmental agency or instrumentality or any international or multinational agency or
commission, including any interest, penalty, or addition thereto, whether disputed or not for which such Person may be liable (including any such Tax related to any other Person for which such Person
is liable, by contract, as transferee or successor, by law or otherwise).

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"type" means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

"UCP" means the Uniform Customs and Practice for Documentary Credits, 1993 Revision, as set forth in the International Chamber of Commerce
Publication No. 500, or such later revision thereof in effect at the time of an Issuance of a Letter of Credit.

"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in effect from
time to time in the State of New York.

"United States" or "U.S." means the United States of America, its fifty States and the
District of Columbia.

"United States Person" has the meaning given to such term in Section 7701(a)(30) of the Code.

"Welfare Plan" means a "welfare plan", as such term is defined in Section 3(1) of ERISA.

"Westside Entities" means Anacapa Energy Company, Silverado Energy Company, Viejo Energy Company, Del Mar Energy Company and each
Subsidiary of the foregoing.

SECTION
1.2Use of Defined Terms.Unless otherwise defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings when used in each Borrowing Request, Continuation/Conversion Notice, Loan Document, notice and other communication delivered from time
to time in connection with any Loan Document.

SECTION
1.3Cross-References.Unless otherwise specified, references in this Agreement to any Article, Section,
Annex, Exhibit or Schedule are references to such Article, Section, Annex, Exhibit or Schedule of or to this Agreement, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section or definition.

SECTION
1.4Accounting and Financial Determinations.Unless otherwise specified, all accounting terms used in
any Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted accounting principles in effect from time to time in the United States
("GAAP") applied in the preparation of the financial statements referred to inSection 6.5,
except that quarterly financial statements are not required to contain footnotes.

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ARTICLE II

COMMITMENTS AND BORROWING PROCEDURES

SECTION
2.1Commitments.Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make revolving loans (each, a "Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount at any
one time outstanding not to exceed at any one time the amount of such Lender's Commitment;providedthat in no event shall any Loan be made by any
Lender if, after giving effect thereto, such Lender's Credit Exposure would exceed the amount of its Commitment or the total Credit Exposures would exceed the total Commitments. Loans may from time to
time be LIBO Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance withSections 2.3and 2.4.
The Borrower may from time to time borrow, repay, in whole or in part, and reborrow Loans. Commitments shall terminate automatically on the
Maturity Date.

SECTION
2.2Loans.



SECTION
2.3Borrowing Procedure.



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SECTION
2.4Continuation and Conversion Elections.By delivering a Continuation/Conversion Notice to the
Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of
$5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate
Loans, or (b) on the same Business Day, be converted into, Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate
Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period;provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a
LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be
continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a
certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter
certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent.
Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such
certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO
Rate Loan.

SECTION
2.5Funding.Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO
Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided,however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held
by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking
facility. In addition, the Borrower hereby consents and agrees that, for purposes of any

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determination
to be made for purposes ofSection 4.1,4.2, 4.3,4.4,
or4.5, it shall be conclusively assumed that
each Lender elected to fund all LIBO Rate Loans by purchasing deposits in its LIBOR Office's interbank eurodollar markets. Notwithstanding the foregoing, such foreign branch or Affiliate shall satisfy
the requirements ofSection 4.7(e).

SECTION
2.6Letters of Credit.



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ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION
3.1Repayments and Prepayments.The Loans shall mature, and the Borrower hereby unconditionally promises
to pay in full the unpaid principal amount and all amounts outstanding and unpaid in respect of the Loans to the Administrative Agent for the account of each Lender, on the Maturity Date.



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SECTION
3.2Interest Provisions.Interest on the outstanding principal amount of Loans shall accrue and be
payable in accordance with thisSection 3.2.



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SECTION
3.3Fees.



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ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION
4.1LIBO Rate Lending Unlawful.If any Lender shall reasonably determine (which determination shall,
upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower absent manifest error) that the introduction of or any change in or in the interpretation of
any law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority or comparable agency asserts that it is unlawful, for such Lender to make, continue or maintain any
Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue, maintain or convert any such Loans shall, upon such determination, forthwith be suspended
until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all LIBO Rate Loans of such Lender shall automatically convert into Base
Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

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SECTION 4.2Inability to Determine Rates.If the Administrative Agent shall have determined that by reason of
circumstances affecting the Administrative Agent's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders underSection 2.3and Section 2.4to make or continue any
Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the Administrative
Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION
4.3Increased LIBO Rate Loan Costs.If after the date hereof, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its LIBOR Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable
agency shall increase the cost to such Lender of, or result in any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation
to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans, then the Borrower agrees to pay to the Administrative Agent for the
account of such Lender the amount of any such increase or reduction. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such
notice to state, in reasonable detail, the reasons therefor and the additional amount required to compensate fully such Lender for such increased cost or reduced amount. Such additional amounts shall
be payable by the Borrower directly to such Lender within ten (10) Business Days of its receipt of such notice, and such notice shall be binding on the Borrower absent clear and convincing
evidence to the contrary.

SECTION
4.4Obligation to Mitigate.Each Lender agrees that as promptly as practicable after it becomes aware of
the occurrence of an event that would entitle it to give notice pursuant toSection 4.1,4.3or 4.6or
to receive additional amounts pursuant toSection 4.7,and in any event if so requested by
the Borrower, such Lender shall use reasonable efforts to make, fund or maintain its affected Loans through another lending office if as a result thereof the increased costs would be avoided or
materially reduced or the illegality would thereby cease to exist and if, in the reasonable opinion of such Lender, the making, funding or maintaining of such Loans through such other lending office
would not in any material respect be disadvantageous to such Lender, contrary to such Lender's normal banking practices or violate any applicable law or regulation. No change by a Lender in its
Domestic Office or LIBOR Office made for such Lender's convenience shall result in any increased cost to the Borrower. The Borrower shall not be obligated to compensate any Lender for the amount of
any additional amount pursuant toSection 4.1,4.3or 4.6accruing prior to the date which is
90 days before the date on which such Lender first notifies the Borrower that it intends to claim such
compensation; it being understood that the calculation of the actual amounts may not be possible within such period and that such Lender may provide such calculation as soon as reasonably practicable
thereafter without affecting or limiting the Borrower's payment obligation thereunder. If any Lender demands compensation pursuant to Section 4.1,4.3or4.6with respect to any LIBO
Rate Loan, the Borrower may, at any time upon at least one Business Day's prior notice to such Lender through the Administrative Agent, elect to convert such Loan into a Base Rate Loan. Thereafter,
unless and until such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, all such LIBO Rate Loans by such Lender shall bear interest as Base Rate Loans,
notwithstanding any prior election by the Borrower to the contrary. If such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Borrower may elect that
the principal amount of each such Loan again bear interest as LIBO Rate Loans in accordance with this Agreement, on the first day of the next succeeding Interest Period applicable to the related LIBO
Rate Loans of other Lenders. Additionally, the Borrower may, at its option, upon at least five (5) Business Days' prior notice to such Lender, elect to prepay in full, without premium or
penalty, such Lender's affected

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LIBO
Rate Loans. If the Borrower elects to prepay any Loans pursuant to thisSection 4.4, the Borrower shall pay within ten (10) Business
Days after written demand any additional increased costs of such Lender accruing for the period prior to such date of prepayment. If such conversion or prepayment is made on a day other than the last
day of the current Interest Period for such affected LIBO Rate Loans, such Lender shall be entitled to make a request for, and the Borrower shall pay, compensation under Section 4.5.

SECTION
4.5Funding Losses.In the event any Lender shall incur any loss or expense (including any loss or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of:



then,
upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within ten (10) Business Days of its receipt thereof, pay to the
Administrative Agent for the account of such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which
shall include calculations in reasonable detail) shall be binding on the Borrower absent manifest error.

SECTION
4.6Increased Capital Costs.If after the date hereof any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any applicable law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other Governmental Authority affects the amount of capital required to be maintained by any Lender or any Issuing Lender, and such Lender or such Issuing Lender
reasonably determines that the rate of return on its capital as a consequence of its Loans or participating in issuing or maintaining any Letter of Credits as the case may be, made by such Lender or
such Issuing Lender is reduced in a material amount to a level below that which such Lender or such Issuing Lender could have achieved but for the occurrence of any such circumstance, then, in any
such case upon notice from time to time by such Lender or such Issuing Lender to the Borrower, the Borrower shall pay within ten (10) Business Days after such demand directly to such Lender or
such Issuing Lender additional amounts sufficient to compensate such Lender or such Issuing Lender for such reduction in rate of return. A statement of such Lender or such Issuing Lender as to any
such additional amount or amounts (including calculations thereof in reasonable detail) shall be binding on the Borrower absent manifest error.

SECTION
4.7Taxes.



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SECTION
4.8Payments, Computations.Unless otherwise expressly provided, all payments by the Borrower pursuant
to any Loan Document shall be made by the Borrower to the Administrative Agent for thepro rataaccount of the Lenders entitled to receive such payment.
All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:00 Noon, New York City time, on the date due, in
immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower;providedthat such
payment shall be deemed made timely if made by wire transfer and by such time as an Authorized Representative has advised the Administrative Agent of the applicable Federal Reserve System wire
transfer confirmation number. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall
promptly remit in immediately available funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender. All interest and fees shall be
computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of
360 days (or, in the case of interest on a Base Rate Loan, 365 days or, if appropriate, 366 days).

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Whenever
any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a)of the definition of the term "Interest Period" with respect to LIBO Rate Loans) be
made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

SECTION
4.9Sharing of Payments.If any Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of any Loan or LC Disbursement (other than pursuant to the terms ofSections 4.3, 4.4,4.5,4.6, 4.7and4.11) in excess of its pro rata share of
payments then or therewith obtained by all Lenders
holding Loans of such type, such Lender shall purchase from the other Lenders such participations in Loans and LC Disbursements made by them as shall be necessary to cause such purchasing Lender to
share the excess payment or other recovery ratably with each of them;provided,however, that if all or
any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and each Lender which has sold a participation in any Loan or
LC Disbursement to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender's ratable
share (according to the proportion of (a) the amount of such selling Lender's required repayment to the purchasing Lender to (b) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to thisSection 4.9may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation.

If
under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.9applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders entitled under thisSection 4.9to share in the benefits of any recovery on such secured claim.

SECTION
4.10Setoff.Each of the Lenders and the Issuing Lenders shall, upon the occurrence of any Event of
Default described inclause (a)or(b)of Section 8.1.8and, upon the occurrence of any Default
described inclauses (c)and (d)ofSection 8.1.8or, with the consent of the Required Lenders, upon
the occurrence and
continuance beyond the expiration of the applicable grace period, if any, of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether
or not then due);provided,however, that any such appropriation and application shall be subject to the
provisions ofSection 4.9.

Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided,however,
that the failure to give such notice shall not affect the validity of such setoff and
application.

The
rights of each Lender under thisSection 4.10are in addition to other rights and remedies (including other rights of setoff
under applicable law or otherwise) which such Lender may have.

SECTION
4.11Replacement of Lender.The Borrower shall be permitted to replace (with one or more replacement
Lenders) any Lender: (a) that does not consent to a waiver, amendment or modification pursuant toSection 10.1that requires a vote of
holders of 100% of the Lenders (provided, that, such replacement Lender consents to such waiver, amendment or modification) or (b) which requests
reimbursement for, or is otherwise entitled to, amounts owing pursuant toSection 4.1,4.3, 4.6or4.7;providedthat (i) such replacement
does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to the Borrower or such Lender or to
which the Borrower or such Lender or any of their respective property is subject, (ii) no Default, Event of Default or Significant Collateral Party Event shall have occurred and be continuing
at the time of such replacement (other than, in the case of a replacement

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predicated
uponclause (a)above, the Default, Event of Default or Significant Collateral Party Event that is the subject of the vote referred to
inclause (a)above), (iii) the replacement bank or institution shall purchase, at par all Loans and other amounts owing to such replaced
Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender underSection 4.5if any LIBO Rate Loan
owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement Lender shall be reasonably satisfactory to
the Administrative Agent and the Issuing Lenders, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.11.1(providedthat the Borrower or replacement Lender shall be obligated to pay the
registration and processing fee), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1,4.3,4.6or 4.7, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of
any rights which the Borrower, the Administrative
Agent, any Issuing Lender or any other Lender shall have against the replaced Lender, (ix) if such replacement bank or institution is not already a Lender, the Borrower shall pay to the
Administrative Agent an administrative fee of $3,500 and (x) in the case of a replacement predicated uponclause (a)above, for the
related vote referred to inclause (a)above, no more Lenders than Lenders holding 20% or more of the aggregate outstanding principal amount of
the Loans shall be replaced by the Borrower (providedthat the Borrower may replace a single Lender holding greater than 20% of the aggregate
outstanding principal amount of the Loans).

ARTICLE V

CONDITIONS TO LOANS

SECTION
5.1Conditions to Effectiveness.This Agreement shall become effective, as between all parties hereto,
upon the satisfaction of each of the conditions precedent set forth in thisSection 5.1.



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SECTION
5.2All Credit Extensions.The obligation of each Lender and each Issuing Lender to make any Credit
Extension (including the initial Credit Extension) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.2.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans hereunder, the Borrower represents and warrants, with
respect to itself and with respect to the Collateral Parties, unto the Administrative Agent and each Lender as set forth in thisArticle VI.

SECTION
6.1Organization; Power; Compliance with Law and Contractual Obligations.Each of the Borrower and the
Collateral Parties (and each Subsidiary of a Collateral Party) (a) is a corporation or limited liability company validly organized and existing and in good standing under the laws of the state
of its incorporation or organization, (b) is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the nature of
its business requires such qualification, (c) in the case of the Borrower, has all requisite corporate or limited liability company power and authority and holds all material requisite
governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document and to conduct its business substantially as currently conducted by it and
(d) is in compliance with all laws, governmental regulations (including ERISA and Federal Reserve regulations), court decrees, orders and Contractual Obligations applicable to it, except, with
respect toclauses (b),(c)and(d)to the

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extent
that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION
6.2Due Authorization; Non-Contravention.The execution, delivery and performance by the
Borrower of each Loan Document are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not:



SECTION
6.3Governmental Approval; Regulation.



SECTION
6.4Validity.Each Loan Document constitutes the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms (except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and general
principles of equity).

SECTION
6.5Financial Information.The most recent consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries, copies of which have been furnished to the Administrative
Agent pursuant toSection 7.1.1(a)have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects
the consolidated financial condition of the Borrower and its Subsidiaries as at the dates thereof and the results of their operations for the periods then ended.

SECTION
6.6No Material Adverse Change.There has not occurred any event or condition having a Material Adverse
Effect since December 31, 2003.

SECTION
6.7Litigation.There is no pending or, to the knowledge of the Borrower, threatened litigation, action,
proceeding, or labor controversy affecting the Borrower or the Collateral Parties (and each Subsidiary of a Collateral Party), or any of its properties, businesses, assets or revenues, which, if
adversely determined (taking into account any insurance proceeds payable under a policy where the insurer has accepted coverage without any reservations), would have a Material Adverse Effect or which
purports to adversely affect the legality, validity or enforceability of this or any Loan Document.

SECTION
6.8Ownership of Properties.The Borrower owns good and marketable title to, or a valid leasehold
interest in or other enforceable interest in all properties and assets, real and personal,

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tangible
and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens,
charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2.

SECTION
6.9Taxes.Each of the Borrower and the Collateral Parties (and each Subsidiary of a Collateral Party)
has filed all tax returns and reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION
6.10Pension and Welfare Plans.During the consecutive twelve-month period prior to the date of the
execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect
to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of
maintaining the Pension Plan), fine or penalty. Neither the Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a
Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

SECTION
6.11Environmental Warranties.



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SECTION
6.12Regulations T, U and X.Neither the Borrower nor any of the Collateral Parties is engaged in the
business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation T, U or X. Terms for which meanings are provided in F.R.S. Board Regulation T, U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section 6.12with such meanings.

SECTION
6.13Accuracy of Information.All material factual information heretofore or contemporaneously furnished
by the Borrower in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby (other than projections and other
"forward-looking" information which have been prepared on a reasonable basis and in good faith by the Borrower) is, and all other such written factual information hereafter furnished by the Borrower
in writing to the Administrative Agent or any Lender will be, true and materially accurate in every material respect on the date as of which such information is dated or certified and as of the date
of execution and delivery of this Agreement by the Administrative Agent and such Lender, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material
fact necessary to make such information not materially misleading.

ARTICLE VII

COVENANTS

SECTION
7.1Affirmative Covenants.The Borrower agrees with the Administrative Agent and each Lender that, until
all Commitments have terminated and all Obligations have been paid and performed in full, the Borrower will, and will cause each of its Subsidiaries, the Collateral Parties and its Joint Enterprises,
it may have now or in the future, to perform the obligations set forth in thisSection 7.1.

SECTION
7.1.1Financial Information, Reports, Notices.The Borrower will furnish, or will cause to be furnished,
to the Administrative Agent copies of the following financial statements, reports, notices and information:



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SECTION
7.2Negative Covenants.The Borrower agrees with the Administrative Agent and each Lender that, until
all Commitments have terminated and all Obligations have been paid and performed in full, the Borrower will, and will cause each of its Subsidiaries, the Collateral Parties and Joint Enterprises, it
may have now or in the future, to perform the obligations set forth in thisSection 7.2.



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ARTICLE VIII

EVENTS OF DEFAULT

SECTION
8.1Listing of Events of Default.Each of the following events or occurrences described in this Section 8.1shall constitute an "Event of Default".



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SECTION
8.2Action if Bankruptcy.If any Event of Default described inclauses
(a)through(e)ofSection 8.1.8shall occur with respect to the
Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other monetary Obligations shall
automatically be and become immediately due and payable, without notice or demand.

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SECTION
8.3Action if Other Event of Default.If any Event of Default (other than any Event of Default described
inclauses (a)through(e)ofSection 8.1.8)
shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrower declare
all or any portion of the outstanding principal amount of the Loans and other monetary Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or
presentment and/or, as the case may be, the Commitments shall terminate. The rights provided for in the Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

SECTION
8.4Rescission of Declaration.Any declaration made pursuant to Section 8.3may, should the Required
Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the Borrower at
any time after the principal of the Loan shall have become due and payable, but before any judgment or decree for the payment of the monies so due, or any part thereof, shall have been entered; providedthat the Borrower shall have paid all arrears of interest upon the Loans and all other amounts then owed to the Administrative Agent and the
Lenders including all costs, expenses and liabilities incurred by the Administrative Agent and the Lenders in respect of such declaration and all consequences thereof (except the principal of the
Loans which by such declaration shall have become payable) and every other Event of Default shall have been made good, waived or cured;providedthat no
such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

ARTICLE IX

THE ADMINISTRATIVE AGENT

SECTION
9.1Actions.



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SECTION
9.2Funding Reliance.Unless the Administrative Agent shall have been notified by telephone, confirmed
in writing, by any Lender by 12:00 Noon, New York City time, on the Business Day prior to the Effective Date that such Lender will not make available the amount which would constitute its Percentage
of the Borrowing on the Effective Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, may, but
shall not be required to, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such
Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative
Agent made such amount available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing; providedthat if such Lender makes available the amount which is its Percentage of the Borrowing on or before the next Business Day following the day
when due, the interest rate payable on such amount shall be the Federal Funds Effective Rate.

SECTION
9.3Exculpation.No Agent-Related Person shall be liable to any Lender for any action taken or omitted
to be taken by it under or any Loan Document, or in connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution of any Loan Document, nor to make any inquiry respecting the performance by the Borrower of its obligations under any Loan
Document. Any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action. Each Agent-Related Person shall be entitled to rely
upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a
proper Person.

SECTION
9.4Successor.The Administrative Agent may resign as such at any time upon at least 30 days'
prior notice to the Borrower, all Lenders and all Issuing Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, within ten days after such notice and with the
consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor Administrative Agent, which shall be one of
the Lenders or an Assignee, and shall have a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative
Agent may

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reasonably
request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After the effective date of any retiring Administrative Agent's resignation hereunder as the Administrative Agent, the provisions of
(a) thisArticle IXshall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent
under this Agreement; and (b)Section 10.3andSection 10.4shall continue to inure
to its benefit.

SECTION
9.5Loans by CNAI.CNAI shall have the same rights and powers with respect to the Loans made by it or
any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. CNAI and its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if CNAI were not the Administrative Agent hereunder.

SECTION
9.6Reliance by Administrative Agent.



SECTION
9.7Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default, Event of Default or Significant Collateral Party Event, except with respect to defaults in the payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such
Default, Event of Default or Significant Collateral Party Event and stating that such notice is a "notice of default". The Administrative Agent will notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to such Default, Event of Default as may be requested by the Required Lenders in accordance with Article VIII;provided,however, that unless and
until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION
9.8Credit Decisions.Each Lender acknowledges that it has, independently of the Agent-Related Person
and each other Lender, and based on such Lender's review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender

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has
deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based
on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under any Loan Document.

SECTION
9.9Copies.The Administrative Agent shall give prompt notice to each Lender of each notice or request
required or permitted to be given to the Administrative Agent by the Borrower pursuant to
the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). The Administrative Agent will distribute to each Lender each document or instrument (including each document
or instrument delivered by the Borrower to the Administrative Agent pursuant toArticles VandVII)
received for its account and copies of all other communications received by the Administrative Agent from the Borrower for distribution to the Lenders by the Administrative Agent in accordance with
the terms of this Agreement.

SECTION
9.10Collateral.Except as otherwise provided in Section 10.1(a)with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise),
consent to any modification, supplement or waiver under any of the Loan Documents to which it is a party;providedthat, without the prior consent of
each Lender, the Administrative Agent shall not (except as provided herein or in the Borrower Security Agreement) release any Collateral or otherwise terminate any Lien under the Borrower Security
Agreement, agree to additional obligations being secured by the Collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the
Borrower Security Agreement, in which event the Administrative Agent may consent to such junior Lien,providedthat it obtains the consent of the
Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Borrower Security Agreement, except that no such consent shall be
required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which
the Required Lenders have consented.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION
10.1Waivers, Amendments.



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SECTION
10.2Notices.All notices and other communications provided to any party hereto under any Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or Schedule 1.1(b)or set forth
in the Assignment Agreement or at such other address or facsimile number as may be designated by such party in a
written notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid shall be effective five (5) Business Days after being sent or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when transmitted (if confirmed). Each Lender acknowledges and accepts the terms of the Communications Agreement and agrees that Communications (as
defined in the Communications Agreement) may be made available to such Lender as provided in the Communications Agreement.

SECTION
10.3Payment of Costs and Expenses.



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SECTION
10.4Indemnification.



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SECTION
10.5Survival.The obligations of the Borrower underSections
2.6.7,4.3,4.5,4.6, 4.7,10.3and10.4, and the obligations of the Lenders
underSections 9.1and2.6.7, shall in each case survive any termination of this Agreement, the payment
in full of all Obligations and the termination of all Commitments. The representations and warranties made by the Borrower in each Loan Document to which it is a party shall survive the execution and
delivery of such Loan Document.

SECTION
10.6Severability.Any provision of any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document
or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION
10.7Headings.The various headings and table of contents of each Loan Document are inserted for
convenience only and shall not affect the meaning, construction or interpretation of this Agreement or any other Loan Document or any provisions hereof or thereof.

SECTION
10.8Execution in Counterparts.This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be executed by the Borrower and the Administrative Agent and be deemed to be an original and all of which shall constitute together but one and the same agreement.

SECTION
10.9Governing Law; Entire Agreement.This Agreement, and the rights and obligations of the parties
under this Agreement, shall be governed by, and construed and interpreted in accordance with, the law of the state of New York. The Loan Documents represent the agreement of the Borrower, the
Administrative Agent, the Issuing Lenders and the Lenders and supersede any and all prior agreements and understandings, oral or written, relative or with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Administrative Agent, any Issuing Lender or any Lender relative to subject matter hereof not expressly set forth or referred
to in the Loan Documents.

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SECTION
10.10Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;provided,however, that:



SECTION
10.11Sale and Transfer of Loans; Participations in Loans.Each Lender may assign, or sell
participations in, its Loans to one or more other Persons in accordance with thisSection 10.11.



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SECTION
10.12USA Patriot Act.Each Lender hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in
accordance with the Act.

SECTION
10.13Other Transactions.Nothing contained herein shall preclude the Administrative Agent, any Issuing
Lender or any other Lender from engaging in any transaction, in addition to those

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contemplated
by any Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION
10.14Submission To Jurisdiction; Waivers.Each of the Borrower, the Administrative Agent, the Issuing
Lenders and the Lenders hereby irrevocably and unconditionally:



SECTION
10.15WAIVERS OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION
10.16Non-Recourse Persons.The Lenders acknowledge that no Non-Recourse Person
shall have any responsibility or liability for the Obligations.

SECTION
10.17Acknowledgments.The Borrower hereby acknowledges that:



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SECTION
10.18Confidentiality.Each of the Administrative Agent, each Issuing Lender and each Lender agrees to
keep confidential all non-public information provided to it by the Borrower pursuant to this Agreement;providedthat nothing herein shall
prevent the Administrative Agent, any Issuing Lender or any Lender from disclosing any such information (a) to the Administrative Agent, any Issuing Lender, any other Lender or any Affiliate of
any Lender, (b) to any transferee or prospective transferee that agrees to comply with the provisions of thisSection 10.18, (c) to
its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (d) upon
the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of
Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of
Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, or (i) in connection with the exercise of any remedy under any Loan Document. Notwithstanding anything herein to the contrary, the Borrower, Administrative
Agent, each Issuing Lender and each Lender (and their Affiliates and their respective partners, officers, directors, employees, accountants, attorneys and other advisors, agents and other
representatives) may disclose to any and all Persons, without limitation of any kind, any information with respect to the U.S. federal tax treatment and any facts that may be relevant to the U.S.
federal tax structure of the transactions contemplated hereby and all materials of any kind (including opinions and other tax analyses) that are provided to any of them relating to such treatment and
tax structure;provided,however, that none of them shall disclose any other information, the disclosure
of which is otherwise limited, that is not relevant to understanding the U.S. federal tax treatment or U.S. federal tax structure of the transaction (including the identity of any party and
information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could result in a violation of any federal or state securities
law.

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

| |  | EDISON MISSION ENERGY                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                          
| |  | Address for Notices:                                                                                         
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, CA 92616
Attention: General Counsel
Telecopier No.: (949) 752-1420
| |  | Taxpayer Identification Number: 95-4031807                                                                   

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| |  | CITICORP NORTH AMERICA, INC.,as Administrative Agent                                              
| |  | --------------------------------------------------------------------------------------------------
| |  | By:                                                                                               
| |  | Address for Notices:                                                                              
| |  | 2 Penns Way, Suite 110
New Castle, DE 19720
Attention: Laura Quashne
Telecopier No: (302) 894-6012

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| |  | CITICORP NORTH AMERICA, INC.,as Issuing Lender                                                            
| |  | ----------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                       
| |  | Address for Notices:                                                                                      
| |  | 388 Greenwich Street, 21st Floor
New York, NY 10013
Attention: Sarah Terner
Telecopier No.: (212) 921-5947

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| |  | LENDERS                                                                               
| |  | --------------------------------------------------------------------------------------
| |  | CITICORP NORTH AMERICA, INC.                                                          
| |  | By:                                                                                   
| |  | Address for Notices:                                                                  
| |  | 2 Penns Way
New Castle, DE 19720
Attention: Karen Riley
Telecopier No.: (212) 994-0847

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| |  | CREDIT SUISSE FIRST BOSTON,Acting Through Its Cayman Islands Branch                         
| |  | --------------------------------------------------------------------------------------------
| |  | By:                                                                                         
| |  | By:                                                                                         
| |  | Address for Notices:                                                                        
| |  | One Madison Avenue
New York, NY 10010
Attention: Ed Markowski
Telecopier No.: (212) 538-6851

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| |  | JPMORGAN CHASE BANK                                                                                    
| |  | -------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                    
| |  | Address for Notices:                                                                                   
| |  | 1111 Fannin Street, 10th Floor
Houston, TX 77002
Attention: Debra Torres
Telecopier No.: (713) 427-6307

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| |  | KBC BANK, N.V.                                                                                          
| |  | --------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                     
| |  | By:                                                                                                     
| |  | Address for Notices:                                                                                    
| |  | 125 West 55th Street, 10th Floor
New York, NY 10019
Attention: Rose Pagan
Telecopier No.: (212) 956-5580

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| |  | LEHMAN COMMERCIAL PAPER INC.                                                                            
| |  | --------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                     
| |  | Address for Notices:                                                                                    
| |  | 745 Seventh Avenue, 16th Floor
New York, NY 10019
Attention: Michael Herr
Telecopier No.: (212) 520-0450

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| |  | UBS LOAN FINANCE LLC                                                                                            
| |  | ----------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                             
| |  | By:                                                                                                             
| |  | Address for Notices:                                                                                            
| |  | 677 Washington Blvd.
6th Floor South
Stamford, CT 06901
Attention: Deborah Porter
Telecopier No.: (203) 719-4176

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SCHEDULE 1.1(a)to Credit Agreement

COMMITMENTS

|Name of Lender               |  | Commitment
|---------------------------- |  | ----------
|Citicorp North America, Inc. |  | $         
|Credit Suisse First Boston   |  | $         
|JPMorgan Chase Bank          |  | $         
|KBC Bank, N.V.               |  | $         
|Lehman Commercial Paper Inc. |  | $         
|UBS Loan Finance LLC         |  | $         

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SCHEDULE 1.1(b)to Credit Agreement

LENDING OFFICES

|Name of Lender               |  | Domestic Office                                         |  | Eurodollar Office                                      
|---------------------------- |  | ------------------------------------------------------- |  | -------------------------------------------------------
|Citicorp North America, Inc. |  | 388 Greenwich Street
New York, NY 10013                 |  | 388 Greenwich Street
New York, NY 10013                
|Credit Suisse First Boston   |  | 11 Madison Avenue
13th Floor
New York, NY 10010         |  | 11 Madison Avenue
13th Floor
New York, NY 10010        
|JPMorgan Chase Bank          |  | 270 Park Avenue
New York, NY 10017                      |  | 270 Park Avenue
New York, NY 10017                     
|KBC Bank                     |  | 125 West 55th Street
10th Floor
New York, NY 10019      |  | 125 West 55th Street
10th Floor
New York, NY 10019     
|Lehman Commercial Paper Inc. |  | 3 World Financial Center
8th Floor
New York, NY 10285   |  | 3 World Financial Center
8th Floor
New York, NY 10285  
|UBS Loan Finance LLC         |  | 677 Washington Blvd.
6th Floor South
Stamford, CT 06901 |  | 677 Washington Blvd.
6th Floor South
Stamford, CT 06901

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SCHEDULE 1.1(c)
to Credit Agreement

Collins Facility Lease Agreements

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SCHEDULE 2.6.12
to Credit Agreement

Agreed Alternate Currency Letters of Credit

None

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SCHEDULE 7.2.1
to Credit Agreement

Liens

None

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