Amendment Four to Credit Agreement among Edison Mission Midwest Holdings Co., The Chase Manhattan Bank, and Lenders

Summary

This amendment, dated December 12, 2000, updates the existing credit agreement between Edison Mission Midwest Holdings Co., The Chase Manhattan Bank (as Administrative Agent), and various commercial lenders. It increases the Tranche A loan commitments by $71 million, extends the loan commitment period by 364 days, and allows new lenders to join. The amendment also grants consent for a related power purchase agreement and outlines conditions that must be met for the changes to take effect. All other terms of the original credit agreement remain unchanged.

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EX-10.108-4 62 a2031364zex-10_1084.txt EXHIBIT 10.108.4 Exhibit 10.108.4 EXECUTION COUNTERPART AMENDMENT FOUR AMENDMENT FOUR (this "AMENDMENT") dated as of December 12, 2000 by and among EDISON MISSION MIDWEST HOLDINGS CO. (the "BORROWER"), THE CHASE MANHATTAN BANK as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and each of certain commercial lending institutions party hereto (the "LENDERS"). WHEREAS, the Borrower, the Administrative Agent and certain of the Lenders entered into a Credit Agreement dated as of December 15, 1999 (as heretofore amended, modified and supplemented, the "CREDIT AGREEMENT"); WHEREAS, the Borrower entered into a $71 million Credit Agreement dated of May 8, 2000 with certain commercial lending institutions arranged by Societe Generale and Bayerische Landesbank Girozentrale (as heretofore amended, modified and supplemented, the "2000 CAPEX CREDIT AGREEMENT"). WHEREAS, the Borrower desires to increase its Tranche A Loan Commitments by $71 million dollars in order to replace the 2000 Capex Credit Agreement. WHEREAS, the Borrower desires to renew the Tranche A Loan Commitments for an additional 364-day period pursuant to SECTION 2.6 of the Credit Agreement; WHEREAS, pursuant to SECTION 2.6 of the Credit Agreement, each Lender party to the Credit Agreement may elect to renew its Tranche A Loan Commitment for an additional 364-day period or allow its Tranche A Loan Commitment to expire on the Existing Tranche A Loan Commitment Termination Date; WHEREAS, the Borrower has the right to accept Tranche A Loan Commitments from third party financial institutions acceptable to the Administrative Agent (the "NEW LENDERS") to replace Tranche A Loan Commitments of any Lender who elects not to renew its Tranche A Loan Commitments pursuant to SECTION 2.6 of the Credit Agreement; WHEREAS, the New Lenders wish to become parties to the Credit Agreement as "Lenders" thereunder, the Borrower, the Administrative Agent and the Lenders party hereto intend to (i) increase the aggregate amount of Tranche A Loan Commitments from $840 million to $911 million and (ii) extend the Tranche A Loan Termination Date for an additional 364-day period pursuant to SECTION 2.6 of the Credit Agreement; WHEREAS, Midwest and ComEd have entered into an Amended and Restated Power Purchase Agreement dated as of September 13, 2000 attached as Exhibit A hereto, ("AMENDED AND RESTATED COLLINS PPA") in order to provide gas price protection to Midwest and an adjustment to the maximum power purchase requirement of ComEd in connection with Midwest's sale of energy from the Collins Facility; WHEREAS, the consent of the Required Lenders is required in connection with the execution and delivery of the Amended and Restated Collins PPA, the Borrower has requested and the Lenders party hereto consent to Midwest's execution and delivery of the Amended and Restated Collins PPA; ACCORDINGLY, the parties hereto agree as follows: Section 1. DEFINITIONS. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein (and in the introductions and recitals hereto) as defined therein. -2- Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the satisfaction of the conditions precedents specified in Section 6 below, but effective as of the Amendment Effective Date, the Credit Agreement shall be amended as follows: (a) Each of the New Lenders shall be deemed to be a "Lender" under and for all purposes of the Credit Agreement and each reference therein to "Lender" shall be deemed to include the New Lenders. References in the Credit Agreement to "this Agreement" shall be deemed to be references to the Credit Agreement as amended hereby. (b) SECTION 1.1 of the Credit Agreement shall be amended by deleting the definition of "LENDERS", in its entirety and replacing it with the following definition: "LENDERS" means, (a) on the date hereof, the certain commercial lending institutions party hereto and (b) thereafter, the Lenders from time to time holding Commitments after giving effect to any assignments thereof permitted BY SECTION 11.11.1." (c) SCHEDULES 1.1(a) and (b) of the Credit Agreement shall be deleted and replaced in their entirety with Exhibit B hereto. Section 3. FACILITY FEE. For purposes of calculating the amount of Facility Fees payable under SECTION 3.3.1 of the Credit Agreement, the increase of the Tranche A Commitments contemplated by Section 2 hereof shall be deemed to have been increased (and the Tranche A Commitments of the New Lenders shall be deemed to have become effective) immediately upon the satisfaction of the conditions precedents specified in Section 6 hereof. Section 4. EXTENSION OF TRANCHE A COMMITMENTS. The Lenders holding Tranche A Loan Commitments as specified in SCHEDULE 1.1(a) to the Credit Agreement (attached as Exhibit B hereto) as of the Amendment Effective Date agree to extend the Tranche A Loan Commitment Termination Date for an additional 364 days as specified in SECTION 2.6 of the Credit Agreement. Section 5. CONSENT. Pursuant to SECTION 8.2.6(b) of the Credit Agreement, the Lenders party hereto hereby consent to the execution and delivery by Midwest and ComEd of the Amended and Restated Collins PPA (and waive any default under SECTION 8.2.6(b) of the Credit Agreement which may exist as a consequence of Midwest executing and delivering the Amended and Restated Collins PPA in advance of such consent). Section 6. CONDITIONS PRECEDENT. This Amendment shall not become effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of the following conditions precedent have been satisfied or will be satisfied contemporaneously with this Amendment becoming effective: (a) Delivery to the Administrative Agent of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, the New Lenders and each of the Lenders who will hold Tranche A Loan Commitments immediately after the Amendment Effective Date (such Lenders constituting Required Lenders); (b) The Administrative Agent shall have received opinions, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, from (i) the general counsel to the Loan Parties and (ii) the special New York counsel to the Loan Parties. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (c) The representations and warranties of the Borrower as set forth in the Credit Agreement and each Loan Party as set forth in each of the Loan Documents to -3- which such Loan Party is a party, shall be true and correct as of the Amendment Effective Date after giving effect to the amendments contemplated hereby (unless stated to be given as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date); and (d) As of the Amendment Effective Date, no Default shall have occurred (excluding any default waived pursuant to Section 5 hereof) and be continuing after giving effect to this Amendment. Section 6. MISCELLANEOUS. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers as of the day and year first above written. EDISON MISSION MIDWEST HOLDINGS CO. By: /s/ Maria P. Litos -------------------------------- Name: Maria P. Litos Title: Vice President Address for Notices: 18101 Von Karman Avenue Suite 1700 Irvine, CA 92616 Attention: General Counsel Telecopier No.: (949) 752-1420 THE CHASE MANHATTAN BANK, as Administrative Agent and as Lender By: /s/ Thomas L. Casey -------------------------------- Name: Thomas L. Casey Title: Vice President Address for Notices: Tom Casey 270 Park Avenue New York, New York 10017 With a copy to : Loan & Agency Services Group The Chase Manhattan Bank 1 Chase Manhattan Plaza New York, New York 10081 Attention: Janet Belden CITIBANK, N.A., as Lender By: /s/ Jonathan B. Lindenberg -------------------------------- Name: Jonathan B. Lindenberg Title: Managing Director Address for Notices: 399 Park Avenue 4th Floor New York, New York 10043 Attention: David Goldenberg Telecopier No.: SOCIETE GENERALE, as Lender By: /s/ Francis Sacr -------------------------------- Name: Francis Sacr Title: Director, Project Finance Address for Notices: 1221 Avenue of the Americas 11th Floor New York, New York 10020 Attention: Donna Reynolds/Debbie Napoli Telecopier No.: WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as Lender By: /s/ Cyril Derueloy -------------------------------- Name: Cyril Derueloy Title: Manager By: /s/ Michael D. Peist -------------------------------- Name: Michael D. Peist Title: Associate Director Address for Notices: 1211 Avenue of the Americas 25th Floor New York, New York 10036-8701 Attention: Jonathan Berman/Matt Wilson Telecopier No.: 2 BANK OF MONTREAL, as Lender By: /s/ Cahal B. Carmody -------------------------------- Name: Cahal B. Carmody Title: Director Address for Notices: 700 Louisiana Suite 4400 Houston, TX 77002 Attention: Cahal Carmody Telecopier No.: FORTIS CAPITAL CORP., as Lender By: /s/ Chris McCall -------------------------------- Name: Chris McCall Title: Vice President By: /s/ Svein Engh -------------------------------- Name: Svein Engh Title: Managing Director Address for Notices: 3 Stamford Plaza 301 Tresser Boulevard 9th Floor Stamford, CT ###-###-#### Attention: Marlene Ellis Telecopier No.: THE ROYAL BANK OF SCOTLAND PLC, as Lender By: /s/ Brian Mcinnes -------------------------------- Name: Brian Mcinnes Title: Senior Vice President Address for Notices: 65 E. 55th Street 21st Floor New York, New York 10022 Attention: Helaine Griffin Telecopier No.: (212) 401-1336 3 THE BANK OF NOVA SCOTIA, as Lender By: /s/ John Quick -------------------------------- Name: John Quick Title: Managing Director Address for Notices: 600 Peachtree Street Suite 2700 Atlanta, GA 30383 Attention: Kathy Clark Telecopier No.: With a copy to : 580 California Street Suite 2100 San Francisco, CA 94101 Attention: John Quick Telecopier No.: BANK OF AMERICA, N.A., as Lender By: /s/ Raymond Gagne -------------------------------- Name: Raymond Gagne Title: Managing Director Address for Notices: 101 N. Tryon Street NC1-001-15-04 Charlotte, NC 28255 Attention: Lynne Cole Telecopier No.: 4 ABN AMRO BANK N.V., as Lender By: /s/ Miguel Pachicano -------------------------------- Name: Miguel Pachicano Title: Group Vice President By: /s/ Sonny K. Tran -------------------------------- Name: Sonny K. Tran Title: Assistant Vice President Address for Notices: 208 South LaSalle Street Suite 1500 Chicago, IL 60604-1003 Attention: Credit Administration With a copy to: 135 South LaSalle Street Suite 710 Chicago, IL 60603 Attention: David Bryant Telecopier No.: (312) 583-6111 LEHMAN COMMERCIAL PAPER INC., as Lender By: -------------------------------- Name: Title: Address for Notices: c/o Bankers Trust Company Corporate Trust & Agency Group Loan Services 4 Albany Street 7th Floor New York, New York 10006 Attention: Jason Yoo Telecopier No.: With a copy to: 3 World Financial Center 10th Floor New York, New York 10285 5 DRESDNER BANK AG, New York and Grand Cayman Branches, as Lender By: /s/ Fred C. Thurston -------------------------------- Name: Fred C. Thurston Title: Vice President By: /s/ Andrew Schroeder -------------------------------- Name: Andrew Schroeder Title: Vice President Address for Notices: 75 Wall Street New York, New York 10005-2889 Attention: Annabelle Librojo Telecopier No.: BAYERISCHE LANDESBANK GIROZENTRALE, as Lender By: /s/ Dietmar Rieg -------------------------------- Name: Dietmar Rieg Title: First Vice President By: /s/ Cornelia Wintergerst -------------------------------- Name: Cornelia Wintergerst Title: Vice President Address for Notices: 560 Lexington Avenue New York, New York 10094 Attention: Patricia Sanchez Telecopier No.: BARCLAYS BANK PLC, as Lender By: /s/ Sydney G. Dennis -------------------------------- Name: Syndey G. Dennis Title: Director 6 Address for Notices: 222 Broadway New York, New York 10038 Attention: Marsha Hamlette Telecopier No.: 212 ###-###-#### UNION BANK OF CALIFORNIA, N.A., as Lender By: /s/ Robert J. Cole -------------------------------- Name: Robert J. Cole Title: Vice President Address for Notices: Commercial Loan Operations 1980 Saturn Street Monterey Park, CA 91755 Attention: Ruby Gonzales Telecopier No.: BANK ONE, NA (Chicago Branch), as Lender By: /s/ Jane Bek -------------------------------- Name: Jane Bek Title: Vice President Address for Notices: 1 Bank One Plaza Suite 0634 Chicago, IL 60670 Attention: Claudia Kich Telecopier No.: TORONTO DOMINION (TEXAS) INC., as Lender By: /s/ Debbie A. Greene -------------------------------- Name: Debbie Greene Title: Vice President Address for Notices: 7 909 Fannin Street 17th Floor Houston, TX 77010 Attention: Lynn Chasin Telecopier No.: BNP PARIBAS, as Lender By: /s/ Ralph E. Scholtz -------------------------------- Name: Ralph E. Scholtz Title: Managing Director By: /s/ Tim Vincent -------------------------------- Name: Tim Vincent Title: Vice President Address for Notices: Treasury Department 180 Montgomery Street San Francisco, CA 94101 Attention: Don Hart Telecopier No.: With a copy to: 787 Seventh Avenue New York, NY 10019 Attention: Sean Finnegan Telecopier No.: COMMERZBANK AG, New York and Cayman Island Branches, as Lender By: /s/ Christian Jagenberg -------------------------------- Name: Christian Jagenberg Title: Senior Vice President and Manager By: /s/ Steven F. Larsen -------------------------------- Name: Steven F. Larsen Title: Vice President 8 Address for Notices: 2 World Financial Center New York, New York 10281-1050 Attention: Christine Hunermund Telecopier No.: SANPAOLO IMI S.p.A., as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 245 Park Avenue 35th Floor New York, New York 10167 Attention: Gerardo Suarez/John Ferrante Telecopier No.: DEXIA PUBLIC FINANCE BANK, as Lender By: /s/ Marc Brugiere -------------------------------- Name: Marc Brugiere Title: General Manager By: /s/ Robert N. Sloan, Jr. -------------------------------- Name: Robert N. Sloan, Jr. Title: Vice President Address for Notices: 450 Park Avenue New York, New York 10022 Attention: Aida Slabotzky Telecopier No.: 9 THE FUJI BANK, LIMITED, as Lender By: -------------------------------- Name: Title: Address for Notices: Two World Trade Center 79th Floor New York, New York 10048 Attention: Tina Catapano/Betty Ali Telecopier No.: KBC BANK N.V., as Lender By: /s/ Robert Snauffer -------------------------------- Name: Robert Snauffer Title: First Vice President By: /s/ Patrick A. Janssens -------------------------------- Name: Patrick A. Janssens Title: Vice President Address for Notices: 125 West 55th Street 10th Floor New York, New York 10019 Attention: Michael Curran Telecopier No.: CREDIT LYONNAIS, New York Branch as Lender By: /s/ Michael Foren -------------------------------- Name: Michael Foren Title: First Vice President Address for Notices: 1301 Avenue of the Americas New York, New York 10019 Attention: Justine Ventrelli Telecopier No.: 10 MB FINSTRUTTURE, S.p.A. as Lender By: /s/ Massimo di Carlo -------------------------------- Name: Massimo di Carlo Title: By: /s/ Mauro Maia -------------------------------- Name:Mauro Maia Title: Address for Notices: Piazzetta Enrico Cuccia, 1 Milano, Italy 20121 Attention: Maria Teresa Iardella Telecopier No.: 39 02 8829 945 ABBEY NATIONAL TREASURY SERVICES plc, as Lender By: /s/ Richard Silva -------------------------------- Name: Richard Silva Title: Senior Manager By: -------------------------------- Name: Title: Address for Notices: 26-28 Dorset Square London, NW1 6QC United Kingdom Attention: Sue Hawkins Telecopier No.: AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender By: /s/ Roy J. Marsden -------------------------------- Name: Roy J. Marsden Title: Executive Vice President 11 Address for Notices: 1177 Avenue of the Americas New York, New York 10036-2798 Attention: Tessie Amante/Doreen Klingenbeck Telecopier No.: CIBC INC., as Lender By: /s/ Dennis P. O'Meara -------------------------------- Name: Dennis P. O'Meara Title: Executive Director Address for Notices: Two Paces West 2727 Paces Ferry Raod Suite 1200 Atlanta, GA 30309 Attention: Beverly Bowman/Miriam McCart Telecopier No.: NORDDEUTSCHE LANDESBANK GIROZENTRALE New York/Grand Cayman Islands Branches, as Lender By: /s/ Stephanie Finnen -------------------------------- Name: Stephanie Finnen Title: Vice President By: /s/ Stephen K. Hunter -------------------------------- Name: Stephen K. Hunter Title: Senior Vice President 12 Address for Notices: 1114 Avenue of the Americas New York, New York 10036 Attention: Stefanie Scholz Telecopier No.: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Lender By: /s/ Michael C. Jones -------------------------------- Name: Micheal C. Jones Title: Vice President Address for Notices: 1251 Avenue of the Americas New York, New York 10020-1104 Attention: Richard Emmich Telecopier No.: NATIONAL AUSTRALIA BANK LIMITED, (A.C.N. 004044937) as Lender By: /s/ Paul R. Morrison -------------------------------- Name: Paul R. Morrison Title: Vice President Address for Notices: 200 Park Avenue 34th Floor New York, New York 10166 Attention: Lidia Saniuk/Geraldine Harper Telecopier No.: 13 BAYERISCHE HYPO-UND VEREINSBANK AG, New York Branch, as Lender By: /s/ Steven Atwell -------------------------------- Name: Steven Atwell Title: Director By: /s/ Shannon Batchman -------------------------------- Name: Shannon Batchman Title: Director Address for Notices: 150 East 42nd Street New York, New York 10017 Attention: Arelis Cepeda Telecopier No.: BANK HAPOALIM B.M., as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 1177 Avenue of the Americas New York, New York 10036 Attention: Donna Gindoff/Ivelis Cruz Telecopier No.: COBANK, ACB, as Lender By: /s/ Jason D. Bauer -------------------------------- Name: Jason D. Bauer Title: Assistant Vice President 14 Address for Notices: 5500 South Quebec Street Englewood, CO 80111 Attention: Ryan Spearman Telecopier No.: BANKGESELLSCHAFT BERLIN AG, London Branch as Lender By: /s/ Simon Middleton -------------------------------- Name: Simon Middleton Title: Associate Director By: /s/ Philip Nias -------------------------------- Name: Philip Nias Title: Director Address for Notices: 1 Crown Court Cheapside London E2C2V 6LR England Attention: Penny Neville-Park/ Collette Hayden Telecopier No.: NATEXIS BANQUES POPULAIRES, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: 15 Address for Notices: 645 Fifth Avenue 20th Floor New York, New York 10022 Attention: Endina Barletta Telecopier No.: COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE, as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 4 Rue Gaillon F-75002 Paris France Attention: Annick Merard Telecopier No.: MELLON BANK, N.A., as Lender By: /s/ Mark W. Rogers -------------------------------- Name: Mark W. Rogers Title: Address for Notices: Three Mellon Bank Center Rom 1203 Pittsburgh, PA ###-###-#### Attention: Loan Administration Dept. Telecopier No.: 16 CHANG HWA COMMERCIAL BANK, LTD., as Lender By: /s/ James Lin -------------------------------- Name: James Lin Title: Senior Vice President and General Manger Address for Notices: 333 South Grand Avenue Suite 600 Los Angeles, CA 90071 Attention: Jean Luu Telecopier No.: BANK OF CHINA, NEW YORK, as Lender By: -------------------------------- Name: Title: Address for Notices: 410 Madison Avenue New York, New York 10017 Attention: Kevin Cheung Telecopier No.: ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, New York Branch as Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: Address for Notices: 280 Park Avenue, West Building New York, NY 10017 Attention: Patrick Kunkel Telecopier No.: 17