Exhibit 99.2

AMENDMENT NO. 9 TO THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT

Dated as of December 29, 2006

AMENDMENT NO. 9 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.

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SECTION 2.              Assumptions .   As of the Effective Date, each Committing Bank agrees that it shall succeed to the rights and be obligated to perform the obligations of a Bank Party under the Credit Agreement with a Revolving Credit Loan Commitment in an amount equal to the amount set forth opposite its name on Appendix I to this Amendment.

SECTION 3.              Independent Investigation .  Each Committing Bank acknowledges that it has, independently and without reliance on the Agent or any other Bank Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.

SECTION 4.              Conditions to Effectiveness .  This Amendment shall become effective when, and only when, and as of the date (the “ Effective Date ”) on which (a) the Agent shall have received counterparts of this Amendment executed by the Borrower and each of the Subsidiary Guarantors, each of the Revolving Fronting Banks listed on the signature pages hereto and each of the Committing Banks or, as to any of the Committing Banks, advice satisfactory to the Agent that such Committing Bank has executed this Amendment, (b) the Agent shall have received payment of all accrued fees and expenses of the Agent (including the reasonable and accrued fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Amendment and other matters reasonably requested by the Agent, (d) the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Amendment: (i) the representations and warranties contained in each of the Financing Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and (ii) no Default has occurred and is continuing, (e) the Agent shall have received certified copies of resolutions of the Board of Directors (or a committee thereof) of the Loan Parties approving the Revolving Credit Loan Commitment Increase and this Amendment and (f) no Revolving Credit Loans shall be outstanding.

SECTION 5.              Representations and Warranties .  The Borrower represents and warrants as follows:

(a)           The represen