ENA/BP COMMENTS 4/27/01
AMENDMENT NO. 2 TO
PROJECT DEVELOPMENT AGREEMENT
AMENDMENT NO. 2 TO PROJECT DEVELOPMENT AGREEMENT, dated as of April____________ [__], 2001 (“Amendment No. 2”) by and among AES Greystone, L.L.C., a Delaware limited liability company (“Purchaser”) and Volunteer Land Development Company, L.L.C. a Delaware limited liability company (“Developer”) (Purchaser and Developer each hereinafter referred to as “Party” and collectively as the “Parties”).
RECITALS
WHEREAS, Purchaser and Developer have entered into that certain Project Development Agreement, dated as of December 15, 2000, as amended by Amendment No. 1 thereto dated as of March [__], 2001 ((as amended, the “PDA”) pursuant to which Developer has agreed, subject to the terms and conditions set forth therein, to provide certain development services to Purchaser; and
WHEREAS, the Parties desire to extend the term of the PDA and the dates provided therein for the Developer to meet the Development Milestones; and
WHEREAS, in connection therewith, the Parties desire to amend the PDA as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto each hereby agrees as follows:
AGREEMENT
SECTION 1.	Capitalized Terms.
Capitalized terms used but not defined herein shall have the meanings specified in the PDA.
SECTION 2.	Amendments.
The PDA is hereby amended as follows:
(a)	Each reference to May 1, 2001 in each of Sections 2.1(a), 2.2(a), 3.2 and 5.1 shall be amended by deleting each such reference and replacing it with “August 1, 2001”.
(b)	Schedule 1 to the PDA shall be amended by deleting the term “Draft System Impact Study” in the definition of “Lower-Cost Configuration” and inserting in its place the defined term “Final System Impact Study”.
(c)	Schedule 1 to the PDA shall be further amended by moving the definition of “Final System Impact Study” from the place following the defined term “Dispute” to follow the defined term “Facilities Study”.
SECTION 3.	Representations, Warranties and Covenants of Purchaser.
Purchaser hereby represents, warrants and covenants that:
(a)	Company Action.  It has all necessary company power and authority to execute and deliver this Amendment No. 1 2; the execution and delivery of this Amendment No. 2 has been duly authorized by all necessary company action on its part; and this Amendment No. 2 has been duly and validly executed and delivered by Purchaser and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and
(b)	Approvals.  No approvals are required from any Governmental Authority for the execution and delivery by Purchaser of this Amendment No. 2 or for the validity or enforceability thereof.
SECTION 4.	Representations, Warranties and Covenants of Developer.
Developer hereby represents, warrants and covenants that:
(a)	Company Action.  It has all necessary company power and authority to execute and deliver this Amendment No. 2; the execution and delivery of this Amendment No. 2 have been duly authorized by all necessary company action on its part; and this Amendment No. 2 has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and
(b)	Approvals.  No approvals are required from any Governmental Authority for the execution and delivery by it of this Amendment No. 2 or for the validity or enforceability thereof.
SECTION 5.	Binding Effect.
This Amendment No. 2 shall become effective when it shall have been executed by both of the Parties and thereafter shall be binding upon and inure to the benefit of their respective successors and assigns.
SECTION 6.	Miscellaneous.
(a)	Governing Law; Consent to Jurisdiction.  This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflict of law principles.
(b)	Headings.  Headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose.
(c)	Counterparts.  This Amendment No. 2 may be executed in any number of counterparts, which when so executed and delivered shall constitute one and the same instrument.
(d)	Effectiveness and Effect.  
(i)	The Parties hereto agree that the PDA, as amended hereby, is in full force and effect in accordance with its terms and is hereby ratified and confirmed.
(ii)	Upon the due execution and delivery of this Amendment No. 2 by the Parties, on and after the date hereof, each reference in the PDA to “this Agreement”, “hereunder”, “herein” and words of like import referring to the PDA shall mean and be a reference to the PDA as amended hereby.
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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 2 to be executed by its authorized representative as of the date first written above.
AES Greystone, L.L.C.
By:  	
Name:
Title:
Volunteer Land Development Company, L.L.C.
By:  	
Name:
Title:

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[Amendment No. 1 2 to PDA]
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