AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of July 27, 1999 to the Credit Agreement dated as of December 19, 1997 (as amended and restated as of March 31, 1999 and as further amended prior to the date hereof, the...
Exhibit 10.14
EXECUTION COPY
AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of July 27, 1999 to the Credit Agreement dated as of
December 19, 1997 (as amended and restated as of March 31, 1999 and as further
amended prior to the date hereof, the "CREDIT AGREEMENT") among THE AES
CORPORATION ("AES"), the BANKS party thereto, the FRONTING BANKS party thereto
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "AGENT").
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENT TO DEBT COVENANT. Section 5.07(a) of the Credit
Agreement is hereby amended by amending clause (ix) thereof to read in its
entirety as follows:
"(ix) surety bonds in respect of performance
obligations of AES and letters of credit, in an aggregate
principal amount at any time outstanding not to exceed
$300,000,000;".
SECTION 3. REPRESENTATIONS OF BORROWER. AES represents and warrants
that (i) the representations and warranties of AES set forth in Article 4 of the
Credit Agreement will be true on and as of the Amendment Effective Date and (ii)
no Default will have occurred and be continuing on such date.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number
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of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") upon which the Agent shall have received
from each of AES, each Guarantor and the Required Banks a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE AES CORPORATION
By:
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
--------------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
--------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
--------------------------------
Name:
Title:
3
BARCLAYS BANK PLC
By:
-------------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By:
--------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
4
THE FIRST NATIONAL BANK OF
CHICAGO
By:
--------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------------
Name:
Title:
SOCIETE GENERALE
By:
--------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By:
--------------------------------
Name:
Title:
0
XXXXXXXXXX XXXX- XXX
XXXXXXXXXXX XX,
XXX XXXX BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
--------------------------------
Name:
Title:
CIBC INC.
By:
--------------------------------
Name:
Title:
COMMERZBANK AG, NEW YORK
BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
6
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By:
--------------------------------
Name:
Title:
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XXXXX BANK N.A.
By:
--------------------------------
Name:
Title:
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By:
--------------------------------
Name:
Title:
ARAB BANK PLC
By:
--------------------------------
Name:
Title:
BARCLAYS BANK PLC, as Fronting Bank
By:
--------------------------------
Name:
Title:
0
XXXXX XXXX XX XXXXXXXXXX, N.A.,
as Fronting Bank
By:
--------------------------------
Name:
Title:
NATIONSBANK, N.A., as Fronting Bank
By:
--------------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED, as Fronting
Bank
By:
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Fronting
Bank
By:
--------------------------------
Name:
Title:
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agent
By:
---------------------------------
Name:
Title:
The undersigned Guarantors hereby
consent to the foregoing Amendment
No. 2 to Amended and Restated
Credit Agreement:
AES HAWAII MANAGEMENT
COMPANY, INC.
By:
-----------------------------
Name:
Title:
AES OKLAHOMA MANAGEMENT
CO., INC.
By:
-----------------------------
Name:
Title:
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