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 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
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
of counterparts, each of which shall be an original, with