IN ANY OTHER FINANCING DOCUMENTS TO WHICH
IT IS A PARTY ARE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS, EXCEPT THAT, ON AND AFTER THE
EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN ARTICLE IX OF THE CREDIT
AGREEMENT AND IN EACH OF THE OTHER FINANCING DOCUMENTS TO "THE AGREEMENT",
"THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO
THE CREDIT AGREEMENT, AS MODIFIED BY THIS AMENDMENT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE COLLATERAL DOCUMENTS TO WHICH SUCH SUBSIDIARY
GUARANTOR IS A PARTY AND ALL OF THE COLLATERAL DESCRIBED THEREIN DO, AND SHALL
CONTINUE TO SECURE, PAYMENT OF ALL OF THE SECURED OBLIGATIONS (IN EACH CASE, AS
DEFINED THEREIN).
SECTION 6.
GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL TRUSTEES OR THE
AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
SECTION 8.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
BY ONE OR MORE OF THE PARTIES TO THIS AMENDMENT ON ANY NUMBER OF SEPARATE
COUNTERPARTS, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 9.
COSTS AND EXPENSES.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES ASSOCIATED WITH THE PREPARATION, EXECUTION,
DELIVERY, ADMINISTRATION, AND ENFORCEMENT OF THIS AMENDMENT, INCLUDING, WITHOUT
LIMITATION, THE FEES AND EXPENSES OF THE COLLATERAL TRUSTEES' AND THE AGENT'S
COUNSEL AND OTHER OUT-OF-POCKET EXPENSES RELATED HERETO.
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY TELECOPIER SHALL
BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
THE AES CORPORATION,
as Borrower
By:
/s/ Willard C. Hoagland
Title:
Address:
4300 Wilson Boulevard
Arlington, VA 22203
Fax:
(703) 528-4510
4
SUBSIDIARY GUARANTORS:
AES HAWAII MANAGEMENT COMPANY, INC.,
as Subsidiary Guarantor
By:
/s/ Willard C. Hoagland
Title:
Treasurer
Address:
4300 Wilson Blvd.
Arlington, VA 22203
Fax:
(703) 528-4510
AES NEW YORK FUNDING, L.L.C.,
as Subsidiary Guarantor
By:
/s/ Willard C. Hoagland
Title:
Treasurer
Address:
4300 Wilson Blvd.
Arlington, VA 22203
Fax:
(703) 528-4510
AES OKLAHOMA HOLDINGS, L.L.C.,
as Subsidiary Guarantor
By:
/s/ Willard C. Hoagland
Title:
Treasurer
Address:
4300 Wilson Blvd.
Arlington, VA 22203
Fax:
(703) 528-4510
AES WARRIOR RUN FUNDING, L.L.C.,
as Subsidiary Guarantor
By:
/s/ Willard C. Hoagland
Title:
Treasurer
Address:
4300 Wilson Blvd.
Arlington, VA 22203
Fax:
(703) 528-4510
5
AGENTS:
CITICORP USA,