Exhibit 99.2
AMENDMENT NO. 5 TO THIRD AMENDED
AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
Dated as of September 30, 2005
AMENDMENT NO. 5 TO THIRD AMENDED AND
RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “
Amendment ”) among The AES Corporation, a Delaware
corporation (the “ Borrower ”), the Subsidiary
Guarantors, the Bank Parties listed on the signature
pages hereto (the “ Committing Banks ”),
CITICORP USA, INC., as administrative agent (the “
Agent ”) and CITIBANK, N.A., as Collateral Agent, for
the Bank Parties (the “ Collateral Agent
”).
PRELIMINARY
STATEMENTS
(1)
WHEREAS, the Borrower is party to a Third Amended and Restated
Credit and Reimbursement Agreement dated as of March 17, 2004
(as amended, amended and restated, supplemented or otherwise
modified up to the date hereof, the “ Credit Agreement
”; capitalized terms used herein but not defined shall be
used herein as defined in the Credit Agreement) among the
Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS,
INC., as Lead Arranger and Book Runner, BANC OF AMERICA SECURITIES
LLC, as Lead Arranger and Book Runner and as Co-Syndication Agent
(for the Initial Term Loan Facility), DEUTSCHE BANK SECURITIES
INC., as Lead Arranger and Book Runner (for the Initial Term Loan
Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent
(for the Initial Term Loan Facility) and as Lead Arranger and Book
Runner and as Syndication Agent (for the Revolving Credit
Facility), LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agent
(for the Initial Term Loan Facility), UBS SECURITIES LLC, as
Co-Documentation Agent (for the Initial Term Loan Facility),
SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent
(for the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK
BRANCH, as Co-Documentation Agent (for the Revolving Credit
Facility), the Agent and the Collateral Agent;
(2)
WHEREAS, pursuant to Section 2.18 of the Credit Agreement, the
Borrower has requested an increase in the Commitments under the
Revolving Credit Loan Facility (a “ Revolving Credit Loan
Commitment Increase ”);
(3)
WHEREAS, the Committing Banks are willing to participate in such
Revolving Credit Loan Commitment Increase and have executed
counterparts to this Amendment;
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
sufficiency and receipt of all of which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1.
Amendments . As of the Effective Date, the Credit
Agreement is hereby amended as follows:
(a)
Appendix I to the Credit Agreement is replaced in its entirety with
Appendix I to this Amendment.
