warrants as follows:
(A)
ON THE DATE HEREOF, AFTER GIVING EFFECT TO
THIS AMENDMENT, (I) NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT
FROM THE EFFECTIVENESS OF THIS AMENDMENT, THAT CONSTITUTES A DEFAULT AND (II)
ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THE FINANCING DOCUMENTS SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
(B)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION
BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY
BODY OR ANY OTHER THIRD PARTY IS REQUIRED FOR THE DUE EXECUTION, DELIVERY OR
PERFORMANCE BY THE BORROWER, AES BVI II AND THE SUBSIDIARY GUARANTORS OF THIS
AMENDMENT OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
(C)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE BORROWER, AES BVI II AND THE SUBSIDIARY GUARANTORS.
THIS
AMENDMENT AND EACH OF THE OTHER FINANCING DOCUMENTS, AS AMENDED HEREBY, TO WHICH
EACH BORROWER, EACH SUBSIDIARY GUARANTOR AND EACH OTHER LOAN PARTY IS A PARTY
ARE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER, SUCH SUBSIDIARY
GUARANTOR AND SUCH OTHER LOAN PARTY, AS APPLICABLE, ENFORCEABLE AGAINST SUCH
BORROWER, SUCH SUBSIDIARY GUARANTOR AND SUCH LOAN PARTY, AS APPLICABLE, IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
SECTION 6.
Reference to and Effect on the Credit Agreement and Collateral
Documents.
(A)
ON AND AFTER THE AMENDMENT NO. 1 EFFECTIVE
DATE, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER",
"HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH
REFERENCE IN THE NOTES TO "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR
WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, SHALL MEAN AND BE A
REFERENCE TO THE CREDIT AGREEMENT, AS AMENDED AND OTHERWISE MODIFIED HEREBY.
7
(B)
THE CREDIT AGREEMENT AND EACH OF THE OTHER
FINANCING DOCUMENTS ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND
ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE COLLATERAL DOCUMENTS AND ALL OF THE COLLATERAL
DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL OBLIGATIONS
OF THE OBLIGORS UNDER THE FINANCING DOCUMENTS, IN EACH CASE AS AMENDED BY THIS
AMENDMENT.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS
OF THIS AMENDMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A
WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY BANK PARTY, THE COLLATERAL AGENT OR
THE AGENT UNDER THE CREDIT AGREEMENT OR THE OTHER FINANCING DOCUMENTS, NOR
CONSTITUTE A WAIVER OF ANY PROVISION OF THE CREDIT AGREEMENT OR THE OTHER
FINANCING DOCUMENTS.
SECTION 7.
Affirmation of Credit Agreement and Collateral Documents.
Each Loan
Party hereby consents to the modification of the Credit Agreement effected
hereby and hereby acknowledges and agrees that the obligations of such Loan
Party contained in the Credit Agreement and the other Financing Documents as
modified hereby are, and shall remain, in full force and effect.
SECTION 8.
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