Exhibit
10.1


 


AMENDMENT
NO. 1 TO FOURTH AMENDED AND RESTATED

CREDIT AND REIMBURSEMENT AGREEMENT


 


Dated as of March 26, 2009


 


AMENDMENT NO. 1 TO FOURTH AMENDED AND
RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) among THE AES CORPORATION, a Delaware corporation
(the “Borrower”), the Subsidiary
Guarantors, the Bank Parties party hereto, CITICORP USA, INC., as
Administrative Agent (the “Agent”),
CITIBANK, N.A., as Collateral Agent, for the Bank Parties (the “Collateral Agent”) and Citigroup Global
Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc.,
as joint lead arrangers.


 


PRELIMINARY STATEMENTS


 


(1)                                  WHEREAS, the Borrower
is party to a Fourth Amended and Restated Credit and Reimbursement Agreement
dated as of July 29, 2008 (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), the other agents party
thereto, the Agent and the Collateral Agent;


 


(2)                                  WHEREAS, the Borrower
has requested and certain Revolving Credit Loan Banks (the “Extending Banks”) have agreed to classify their Revolving
Credit Loan Commitments as Tranche B Revolving Credit Loan Commitments;


 


(3)                                  WHEREAS, the other
Revolving Credit Loan Banks (other than the Extending Banks) will be deemed to
have Tranche A Revolving Credit Loan Commitments;


 


(4)                                  WHEREAS, the Borrower
has requested that the Bank Parties agree to amend the Credit Agreement;


 


(5)                                  WHEREAS, certain of
the Banks identified in this Amendment desire to increase their Revolving
Credit Loan Commitments pursuant to Section 2.18 of the Credit Agreement;


 


(6)                                  WHEREAS, the Bank
Parties party hereto have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Credit Agreement in certain respects as set
forth below.


 

















 


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
to the Credit Agreement.  The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 3, hereby amended as follows:


 


(a)                                  Section 1.01
is amended as follows:


 


  (i)                               The
following definitions shall be added in alphabetical order to read as follows:


 


““Amendment No. 1” means
Amendment No. 1 to this Agreement, dated as of March 26, 2009, among
the Borrower, the Subsidiary Guarantors, the Bank Parties party thereto, the
Agent and the Collateral Agent.


 


“Amendment No. 1 Effective Date”
means the date that Amendment No. 1 becomes effective in accordance with Section
3(a) of Amendment No. 1.


 


“Bank Insolvency Event”
means that (i) a Bank or its Parent Company is insolvent, or is generally
unable to pay its debts as they become due, or admits in writing its inability
to pay its debts as they become due, or makes a general assignment for the
benefit of its creditors, or (ii) such Bank or its Parent Company is the
subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding,
or a receiver, trustee, conservator, intervenor or sequestrator or the like has
been appointed for such Bank or its Parent Company, or such Bank or its Parent
Company has taken any action in furtherance of or indicating its consent to or
acquiescence in any such proceeding or appointment.


 


“Cash Collateralize” means, in respect
of an obligation, to provide and to pledge (as a first priority
perfected security interest) cash collateral in Dollars, at a location and
pursuant to documentation in form and substance reasonably satisfactory to the
Agent (and “Cash Collateralization” has a corresponding meaning).


 


“Defaulting Bank”
means, at any time, a Bank as to which the Agent has notified the Borrower that
(i) such Bank has failed for three or more Business Days to comply with
its obligations under this Agreement to make a Loan, and/or make a payment to a
Revolving Fronting Bank in respect of a Revolving L/C Drawing (each a “funding
obligation”), (ii) such Bank has notified the Agent, or has stated
publicly, that it will not comply with any such funding obligation hereunder,
or has defaulted on its funding obligations under any other loan agreement or
credit agreement or other similar/other financing agreement, (iii) such
Bank has, for three or more Business Days, failed to confirm in writing to the
Agent, in response to a written request of the Agent, that it will comply with
its funding obligations hereunder, or (iv) a Bank Insolvency Event has
occurred and is continuing with respect to such Bank.  Any determination that a Bank is a Defaulting
Bank under clauses (i) through (iv) above will be made by the Agent
in its reasonable 


 


2

















 


discretion acting in good faith; provided, however, that a
Bank shall not be deemed to be a “Defaulting Bank” solely by virtue of the acquisition
or ownership of any equity interest in such Bank by a governmental authority or
any instrumentality thereof.  The Agent
will promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition.


 


 “Parent Company” means, with respect to a Bank, the bank
holding company (as defined in Federal Reserve Board Regulation Y), if any, of
such Bank, and/or any Person owning, beneficially or of record, directly or
indirectly, a majority of the shares of such Bank.


 


“Tranche A Revolving Credit Loan”
has the meaning set forth in Section 2.01(a).


 


“Tranche A Revolving Credit Loan Bank”
means each Bank having a Tranche A Revolving Credit Loan Commitment.


 


“Tranche A Revolving Credit Loan Commitments” means, at any
time, with respect to any Tranche A Revolving Credit Loan Bank at any time, the
amount set forth opposite such Bank’s name on Appendix I hereto under the
caption “Tranche A Revolving Credit Loan Commitment” or, if such Bank has
entered into one or more Assignment and Assumptions, the amount set forth for
such Bank in the Register maintained by the Agent pursuant to Section 10.06(f) as
such Bank’s “Tranche A Revolving Credit Loan Commitment”, as such amount may be
reduced at or prior to such time pursuant to Sections 2.09 or 2.10.


 


“Tranche A Revolving Credit Loan
Facility” means, at any time, the aggregate amount of
the Tranche A Revolving Credit Loan Banks’ Tranche A Revolving Credit Loan
Commitments.


 


“Tranche A
Revolving Credit Loan Termination Date” has the
meaning set forth in the definition of “Termination Date” herein.


 


“Tranche A Total Outstandings”
means at any time, as to any Tranche A Revolving Credit Loan Bank, the sum of
the aggregate outstanding principal amount of such Revolving Credit Loan Bank’s
Tranche A Loans and its participation in the Revolving Letter of Credit
Liabilities and all unreimbursed Revolving L/C Drawings.


 


“Tranche B Revolving Credit Loan”
has the meaning set forth in Section 2.01(a).


 


“Tranche B Revolving Credit Loan Bank”
means each Bank having a Tranche B Revolving Credit Loan Commitment.


 


“Tranche B Revolving Credit Loan Commitments” means, at any
time, with respect to any Tranche B Revolving Credit Loan Bank at any time, the
amount set forth opposite such Bank’s name on Appendix I hereto under the
caption 


 


3

















 


“Tranche B
Revolving Credit Loan Commitment” or, if such Bank has entered into one or more
Assignment and Assumptions, the amount set forth for such Bank in the Register
maintained by the Agent pursuant to Section 10.06(f) as such Bank’s “Tranche
B Revolving Credit Loan Commitment”, as such amount may be reduced at or prior
to such time pursuant to Sections 2.09 or 2.10.


 


“Tranche B Revolving Credit Loan
Facility” means, at any time, the aggregate amount of
the Tranche B Revolving Credit Loan Banks’ Tranche B Revolving Credit Loan
Commitments.”


 


“Tranche B
Revolving Credit Loan Termination Date” has the
meaning set forth in the definition of “Termination Date” herein.


 


“Tranche B Total Outstandings” means at any time,
as to any Tranche B Revolving Credit Loan Bank, the sum of the aggregate
outstanding principal amount of such Revolving Credit Loan Bank’s Tranche B
Loans and its participation in the Revolving Letter of Credit Liabilities and
all unreimbursed Revolving L/C Drawings.”;


 


“Tranche B Usage” has the meaning set forth in Section 2.03(c)(i).


 


(ii)                                   The
definition of “Applicable Revolving Margin” is
amended and restated in its entirety to read as follows:


 


““Applicable
Revolving Margin”  means,
on any date, (x) with respect to any Tranche A Revolving Credit Loan
Commitments or Tranche A Revolving Credit Loans, the percentage set forth below
under the heading “Tranche A Margin” and (y) with respect to any Tranche B
Revolving Credit Loan Commitments or Tranche B Revolving Credit Loans, the
percentage set forth in the table below under the heading “Tranche B Margin,”
in each case, based on the ratings assigned to the Facilities  on such date by Moody’s Investors Service, Inc.
and Standard & Poor’s Ratings Services:


 


	
  Rating
  (Moody’s/S&P)

  	
   

  	
  Tranche A Margin

  	
   

  	
  Tranche B Margin

  	
   

  
	
  Ba1 (or
  higher)/BB+ (or higher)

  	
   

  	
  1.50

  	
  %

  	
  3.50

  	
  %

  
	
  Ba2/BB

  	
   

  	
  1.75

  	
  %

  	
  3.75

  	
  %

  
	
  Ba3/BB-

  	
   

  	
  2.00

  	
  %

  	
  4.00

  	
  %

  
	
  B1 (or
  lower)/B+ (or lower)

  	
   

  	
  2.50

  	
  %

  	
  4.50

  	
  %

  



 


If the
Facilities are rated by only one such rating agency, the rating of such rating
agency shall be used in determining the Applicable Revolving Margin.  If the Facilities are rated by both such
rating agencies and (x) the ratings differential is one level, the lower
rating will apply or (y) the ratings differential is two levels or more,
the midpoint rating will apply; provided
that if there is no midpoint rating, 


 


4

















 


the lower of
the two intermediate ratings surrounding the midpoint will apply.  If the Facilities are not rated by either of
such rating agencies, the Facilities shall be deemed to be rated one level
higher than (i) in the case of Moody’s Investors Service Inc., the
Borrower’s corporate family rating and (ii) in the case of Standard &
Poor’s Rating Services, the Borrower’s corporate credit rating and, in each
case, the rules of the preceding two sentences shall apply to such deemed
ratings. If the Facilities are not rated (or deemed rated in accordance with
the preceding sentence) by either or such rating agencies, the Applicable
Revolving Margin shall be (x) with respect to any Tranche A Revolving
Credit Loan Commitments or Tranche A Revolving Credit Loans, 2.50% and (y) with
respect to any Tranche B Revolving Credit Loan Commitments or Tranche B Revolving
Credit Loans, 4.50%.”;


 


(iii)                               Clause
(iii) of the definition of “Interest Period”
is amended and restated in its entirety to read as follows:


 


“(iii) (w) with respect to any Tranche A Revolving Credit
Loans, any Interest Period that would otherwise end after the Tranche A
Revolving Credit Loan Termination Date shall end on the Tranche A Revolving
Credit Loan Termination Date, (x) with respect to any Tranche B Revolving
Credit Loans, any Interest Period that would otherwise end after the Tranche B
Revolving Credit Loan Termination Date shall end on the Tranche B Revolving
Credit Loan Termination Date, (y) with respect to any Initial Term Loans,
any Interest Period that would otherwise end after the Initial Term Loan
Termination Date shall end on the Initial Term Loan Termination Date and (z) with
respect to any Incremental Term Loans, any Interest Period that would otherwise
end after the applicable Incremental Term Loan Termination Date shall end on
the applicable Incremental Term Loan Termination Date.”;


 


(iv)                               Clause
(b)(ii) of the definition of “Net Cash Proceeds”
is amended by deleting the phrase “Termination Date” appearing therein and
replacing it with the phrase “Initial Term Loan Termination Date”;


 


(v)                                  The
definition of “Redeemable Stock” is amended by
deleting the phrase “Termination Date” appearing in each of clauses (i), (ii), (iii) thereof
and the proviso thereto and replacing it with the phrase “Initial Term Loan
Termination Date”;


 


(vi)                               The
definition of “Revolving Credit Loan Banks” is
amended and restated in its entirety to read as follows:


 


““Revolving Credit Loan Banks” means the
Tranche A Revolving Credit Loan Banks and the Tranche B Revolving Credit Loan
Banks.”;


 


(vii)                            The
definition of “Revolving Credit Loan Commitments”
is amended and restated in its entirety to read as follows:


 


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““Revolving Credit Loan Commitments” means the Tranche A
Revolving Credit Loan Commitments and the Tranche B Revolving Credit Loan Commitments.”;


 


(viii)                         The definition
of “Revolving Credit Period” is amended and
restated in its entirety to read as follows:


 


““Revolving Credit Period” means (i) with respect to the
Tranche A Revolving Credit Loan Facility, the period from and including the
Effective Date to but excluding the Tranche A Revolving Credit Loan Termination
Date and (ii) with respect to the Tranche B Revolving Credit Loan Facility, the
period from and including the Amendment No. 1 Effective Date to but excluding
the Tranche B Revolving Credit Loan Termination Date.”;


 


(ix)                                 The
definition of “Revolving Letter of Credit Commission Rate”
is amended and restated in its entirety to read as follows:


 


““Revolving Letter of Credit Commission Rate”  means,
at any date of determination, a rate per annum equal to the sum of (i) the
Applicable Revolving Margin for Tranche A Revolving Credit Loans multiplied by
a fraction, the numerator of which is the aggregate Tranche A Revolving Credit
Loan Commitments at such time and the denominator of which is the aggregate
Revolving Credit Loan Commitments at such time plus (ii) the Applicable
Revolving Margin for Tranche B Revolving Credit Loans multiplied by a fraction,
the numerator of which is the aggregate Tranche B Revolving Credit Loan
Commitments at such time and the denominator of which is the aggregate
Revolving Credit Loan Commitments at such time.”;


 


(x)                                    The
definition of “Termination Date”
is amended and restated in its entirety to read as follows:


 


““Termination Date”  means (i) June 23,
2010 in the case of the Tranche A Revolving Credit Loan Facility (the “Tranche A Revolving Credit Loan Termination Date”),
(ii) July 5, 2011 in the case of the Tranche B Revolving Credit Loan
Facility (the “Tranche B Revolving Credit
Loan Termination Date”), (iii) August 10, 2011, in the
case of the Initial Term Loan Facility (the “Initial
Term Loan Termination Date”) and (iv) the date agreed to by the
Borrower, the Agent and the Incremental Term Loan Banks in the case of any Incremental
Term Loan Facility (the “Incremental Term
Loan Termination Date”); provided
that the Incremental Term Loan Termination Date shall not occur prior to the
Initial Term Loan Termination Date; provided,
in each case, that if the applicable Termination Date occurs on a day that is
not a Euro-Dollar Business Day, such Termination Date shall occur on the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls
in another calendar month, in which case such Termination Date shall be the
next preceding Euro-Dollar Business Day.”;


 


6

















 


(xi)                                 The
definition of “Trust Preferred Securities”
is amended by deleting the phrase “Termination Date” appearing twice in clause (ii) and
replacing each occurrence with the phrase “Initial Term Loan Termination Date”;


 


(b)                                 Section 2.01(a) is
amended and restated in its entirety to read as follows:


 


“(a)                             Revolving
Credit Loan Facility.  (i)  Each
Tranche A Revolving Credit Loan Bank 
severally agrees, on the terms and conditions set forth in this Agreement,
to make loans (each a “Tranche A Revolving Credit
Loan”) in Dollars to the Borrower pursuant to this Section 2.01(a) from
time to time during the Revolving Credit Period with respect to the Tranche A
Revolving Credit Loan Facility in amounts such that (x) the Total Outstandings
of such Tranche A Revolving Credit Loan Bank at any time shall not exceed the
amount of its Revolving Credit Loan Commitments at such time and (y) the
Tranche A Total Outstandings of such Tranche A Revolving Credit Loan Bank at
any time shall not exceed the amount of its Tranche A Revolving Credit Loan
Commitments at such time.  Each Tranche B
Revolving Credit Loan Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make loans (each a “Tranche B
Revolving Credit Loan” and together with the Tranche A Revolving
Credit Loans, the “Revolving Credit Loans”)
in Dollars to the Borrower pursuant to this Section 2.01(a) from time to
time during the Revolving Credit Period with respect to the Tranche B Revolving
Credit Loan Facility in amounts such that (x) the Total Outstandings of
such Tranche B Revolving Credit Loan Bank at any time shall not exceed the
amount of its Revolving Credit Loan Commitments at such time and (y) the
Tranche B Total Outstandings of such Tranche B Revolving Credit Loan Bank at
any time shall not exceed the amount of its Tranche B Revolving Credit Loan
Commitments at such time.  Each Borrowing
under this subsection (a) shall be in an aggregate principal amount of
$5,000,000 or any larger multiple of $1,000,000 (except for Refunding
Borrowings and that any such Borrowing may be in the aggregate amount available
in accordance with Section 3.02(b)) and shall be made from the several
Revolving Credit Loan Banks ratably in proportion to their respective Revolving
Credit Loan Commitments.  Within the
foregoing limits, the Borrower may borrow under this Section 2.01(a),
repay, or, to the extent permitted by Section 2.10, prepay Revolving
Credit Loans and reborrow at any time during the applicable Revolving Credit
Period.


 


(ii)                                   Any
“Revolving Credit Loans” outstanding under the Existing Bank Credit Agreement
on the Amendment and Restatement Effective Date were continued as Revolving
Credit Loans hereunder on such date.  As
of the Amendment and Restatement Effective Date, the aggregate amount of outstanding
Revolving Credit Loans was $263,257,731.61. 
Any “Revolving Credit Loans” outstanding on the Amendment No. 1
Effective Date shall be continued as Revolving Credit Loans hereunder; provided that after giving effect to Amendment No. 1, (x) each
Tranche A Revolving Credit Loan Bank will be deemed to be holding such Loans as
“Tranche A Revolving Credit Loans” and (y) each Tranche B Revolving Credit
Loan Bank will be deemed to be holding such Loans as “Tranche B Revolving
Credit Loans.”


 


7

















 


(iii)                                Following
the Amendment No. 1 Effective Date, with the consent of the Borrower any
Tranche A Revolving Credit Loan Bank may elect to have all (but not less than
all) its Tranche A Revolving Credit Loan Commitment deemed to be a Tranche B
Revolving Credit Loan Commitment on any date (each date, a “Designation Date”) prior to the Tranche A Revolving Credit
Loan Termination Date; provided that
such Bank shall have provided written notice to the Borrower and the Agent at
least 10 Business Days’ prior to such Designation Date (or such shorter period
as the Agent may agree in its discretion). 
Following a Designation Date, any Revolving Credit Loans held by such
Bank will be deemed to be “Tranche B Revolving Credit Loans.”;


 


(c)                                  Section 2.03(a) is
amended by deleting the phrase “during the Revolving Credit Period” appearing
in the fourth sentence of such Section and replacing it with “until the
Tranche B Revolving Credit Loan Termination Date”;


 


(d)                                 Section 2.03(b) is
amended by inserting, immediately following the last sentence of such Section,
the following:


 


“For the
avoidance of doubt, upon the Tranche A Revolving Credit Loan Termination Date,
the aggregate amount of participations in Revolving Letters of Credit held by
Tranche A Revolving Credit Loan Banks shall be deemed to be reallocated to the
Tranche B Revolving Credit Loan Banks so that participation of the Tranche B
Revolving Credit Loan Banks in outstanding Revolving Letters of Credit shall be
in proportion to their respective Tranche B Revolving Credit Loan Commitments.”;


 


(e)                                  Section 2.03(c)(i) is
amended and restated in its entirety to read as follows:


 


“(i)                                by
its terms expire no later than five Domestic Business Days prior to the Tranche
A Revolving Credit Loan Termination Date; provided that (i) a
Revolving Letter of Credit may provide that it expires after such date if (x) the
date of issuance is following the Tranche A Revolving Credit Loan Termination
Date or (y) on the date of issuance, the sum of (1) the face amount
of such Revolving Letter of Credit plus (2) the aggregate Revolving Letter
of Credit Liabilities in respect of all other Revolving Letters of Credit with
expiration dates following the fifth Domestic Business Day prior to the Tranche
A Revolving Credit Loan Termination Date plus (3) the aggregate outstanding
principal amount of Tranche B Revolving Credit Loans (the sum of clauses (1), (2) and
(3), the “Tranche B Usage”) does not exceed the
aggregate amount of Tranche B Revolving Credit Loan Commitments on the date of
issuance and (ii) no Revolving Letter of Credit shall expire later than
five Domestic Business Days prior to the Tranche B Revolving Credit Loan
Termination Date.  Notwithstanding the
foregoing, a Revolving Fronting Bank, at it sole discretion and without recourse
to the Agent or any other Bank Party, may issue (X) a Revolving Letter of
Credit which expires after the Tranche A Revolving Credit Loan Termination
Date; provided if on the fifth Domestic
Business Day prior to the Tranche A Revolving Credit Loan Termination Date,


 


8
















 


the Tranche B
Usage exceeds the aggregate amount of Tranche B Revolving Credit Loan
Commitments, the Borrower shall pay to such issuing Revolving Fronting Bank an
amount in immediately available funds equal to the amount by which the Tranche
B Usage exceeds the aggregate amount of Tranche B Revolving Credit Loan
Commitments, to be held by such issuing Revolving Fronting Bank as cash
collateral (and which shall for the avoidance of doubt mean that (i) such
cash collateralized portion of such Revolving Letter of Credit shall no longer
be considered a “Revolving Letter of Credit” hereunder, (ii) no Tranche B
Revolving Credit Loan Bank shall have any participations such cash
collateralized portion of such Revolving Letter of Credit and (iii) such
Revolving Fronting Bank shall have no recourse to the Agent or any other Bank
Party with respect to such cash collateralized portion of such Revolving Letter
of Credit) or (Y) if such Revolving Fronting Bank is a Tranche B Revolving
Credit Loan Bank, a Revolving Letter of Credit which expires after the Tranche
B Revolving Credit Loan Termination Date, provided that
five Domestic Business Days prior to the Tranche B Revolving Credit Loan
Termination Date, the Borrower shall pay to such issuing Revolving Fronting
Bank an amount in immediately available funds equal to the Available Amount of
such Revolving Letter of Credit, to be held by such issuing Revolving Fronting
Bank as cash collateral”;


 


(f)                                    Section 2.03(g)(iv) is
amended by deleting the phrase “Termination Date” appearing in the third
sentence of such Section and replacing it with “Tranche A Revolving Credit
Loan Termination Date or Tranche B Revolving Credit Loan Termination Date”;


 


(g)                                 Section 2.03(h)(i) is
amended and restated in its entirety to read as follows:


 


“(i)                                Revolving
Letter of Credit Commission.  The
Borrower agrees to pay to the Agent a letter of credit commission with respect
to each Revolving Letter of Credit issued at its request or for its account,
computed for each day from and including the date of issuance of such Revolving
Letter of Credit through and including the last day a Revolving L/C Drawing is
available under such Revolving Letter of Credit (the “Revolving
Letter of Credit Termination Date”), at the Revolving Letter of
Credit Commission Rate on the aggregate amount available for drawing under such
Revolving Letter of Credit from time to time (whether or not any conditions to
drawing can then be met), such fee to be for the account of the Revolving
Credit Loan Banks.  Such fee shall be
allocated between the Tranche A Revolving Credit Loan Banks and the Tranche B
Revolving Credit Loan Banks based on such Banks earning a commission equal to
the Applicable Revolving Margin for Tranche A Revolving Credit Loans and the
Applicable Re-volving Margin for Tranche B Revolving Credit Loans,
respectively, and then ratably in proportion to their Total Exposures.  Such fee shall be payable quarterly in
arrears (A) on each March 31, June 30, September 30 and December 31,
(B) upon the Tranche A Revolving Credit Loan Termination Date and (C) upon
the Tranche B Revolving Credit Loan Termination Date.”;


 


9

















 


(h)                                 Section 2.03
is amended by inserting, immediately following Section 2.03(i), the
following:


 


“(j)                                Cash Collateral Call.
If any Bank becomes, and during the period it remains, a Defaulting Bank, if
any Letter of Credit is at the time outstanding, the applicable Revolving
Fronting Bank, may, by notice to the Borrower and such Defaulting Bank through
the Agent, require the Borrower to Cash Collateralize the obligations of the
Borrower to such Revolving Fronting Bank in respect of such Letter of Credit in
amount at least equal to the aggregate amount of the obligations (contingent or
otherwise) of such Defaulting Bank in respect thereof, or to make other
arrangements satisfactory to the Agent, and to such Revolving Fronting Bank in
their sole discretion to protect them against the risk of non-payment by such
Defaulting Bank. In furtherance of the foregoing, if any Bank becomes, and
during the period it remains, a Defaulting Bank, each Revolving Fronting Bank
is hereby authorized by the Borrower (which authorization is irrevocable and
coupled with an interest) to give, in its discretion, through the Agent,
Notices of Borrowing pursuant to Section 2.02  in such amounts and in such times as may be
required Cash Collateralize the obligations of the Borrower in respect of outstanding
Letters of Credit in an amount at least equal to the aggregate amount of the
obligations (contingent or otherwise) of such Defaulting Bank in respect of
such Letter of Credit.  If the Borrower,
the Agent, each Revolving Fronting Bank agree in writing in their discretion
that a Bank that is a Defaulting Bank should no longer be deemed to be a
Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set
forth therein, whereupon such Bank will cease to be a Defaulting Bank.”


 


(i)                                     Section 2.05
is amended by and restated in its entirety to read as follows:


 


“(a) Each
Tranche A Revolving Credit Loan shall mature, and the principal amount thereof
shall be due and payable (together with interest accrued thereon), on the
Tranche A Revolving Credit Loan Termination Date, (b) each Tranche B
Revolving Credit Loan shall mature, and the principal amount thereof shall be
due and payable (together with interest accrued thereon), on the Tranche B
Revolving Credit Loan Termination Date, (c) each Initial Term Loan shall
mature, and the principal amount thereof shall be due and payable (together
with interest accrued thereon), on the Initial Term Loan Termination Date and (d) each
Incremental Term Loan shall mature, and the principal amount thereof shall be
due and payable (together with interest accrued thereon) on the Incremental
Term Loan Termination Date in respect of such Incremental Term Loan Facility.”;


 


(j)                                     Section 2.08
is amended and restated in its entirety to read as follows:


 


“(a) The
Borrower shall pay to the Agent, for the account of the Tranche A Revolving
Credit Loan Banks, ratably in proportion to their Tranche A Revolving Credit
Loan Commitments, a commitment fee of 1⁄2 of 1% per annum on the daily amount by
which the aggregate amount of the Tranche A Revolving Credit Loan 


 


10

















 


Commitments
exceeds the aggregate  Tranche A Total
Outstandings.  Such commitment fee shall
accrue from and including the Effective Date to but excluding the Tranche A
Revolving Credit Loan Termination Date (or earlier date of termination of the
Tranche A Revolving Credit Loan Commitments in their entirety).  Accrued commitment fees under this Section 2.08(a) shall
be payable quarterly in arrears on each March 31, June 30, September 30
and December 31, the Tranche A Revolving Credit Loan Termination Date and
upon the date of termination of the Tranche A Revolving Credit Loan Commitments
in their entirety.


 


(b) The
Borrower shall pay to the Agent, for the account of the Tranche B Revolving Credit
Loan Banks, ratably in proportion to their Tranche B Revolving Credit Loan
Commitments, a commitment fee of 1% per annum on the daily amount by which the
aggregate amount of the Tranche B Revolving Credit Loan Commitments exceeds the
aggregate Tranche B Total Outstandings. 
Such commitment fee shall accrue from and including the Amendment No. 1
Effective Date to but excluding the Tranche B Revolving Credit Loan Termination
Date (or earlier date of termination of the Tranche B Revolving Credit Loan Commitments
in their entirety).  Accrued commitment
fees under this Section 2.08(b) shall be payable quarterly in arrears
on each March 31, June 30, September 30 and December 31,
the Tranche A Revolving Credit Loan Termination Date, the Tranche B Revolving Credit
Loan Termination Date and upon the date of termination of the Tranche B Revolving
Credit Loan Commitments in their entirety.”


 


(k)                                  Section 2.09(b) is
amended and restated in its entirety to read as follows:


 


“(b)                            Mandatory.  (i)  Scheduled Termination.  The Tranche A Revolving Credit Loan
Commitments shall terminate on the Tranche A Revolving Credit Loan Termination
Date, and any Tranche A Revolving Credit Loans and Reimbursement Obligations
with respect to such Tranche A Revolving Credit Loan Commitments then
outstanding (together with accrued interest thereon) shall be due and payable
on such date.  The Tranche B Revolving
Credit Loan Commitments shall terminate on the Tranche B Revolving Credit Loan
Termination Date, and any Tranche B Revolving Credit Loans and Reimbursement
Obligations with respect to such Tranche B Revolving Credit Loan Commitments
then outstanding (together with accrued interest thereon) shall be due and payable
on such date.”;


 


(l)                                     Section 2.17(a) is
amended by (i) deleting the phrase “at least 90 days prior to the
scheduled Termination Date then in effect” appearing in such Section and
replacing it with the phrase “at least 90 days prior to the later of (x) the
Initial Term Loan Termination Date and (y) the latest Incremental Term
Loan Termination Date then in effect” and (ii) inserting, immediately following the “$700,000,000” appearing in such
Section, the phrase “(which amount shall be increased immediately following the
Tranche A Revolving Credit Loan Termination Date by an amount equal to the
Tranche A Revolving Credit Loan Commitments in effect immediately prior to the
Tranche A Revolving Credit Loan Termination Date)”;


 


(m)                               Section 2.18(a) is amended by (i) deleting
the phrase “Termination Date” appearing in such Section and replacing it
with “Tranche A Revolving Credit Loan Termination 


 


11

















 


Date or
Tranche B Revolving Credit Loan Termination Date, as the case may be,”; (ii) deleting
the phrase “Commitments under the Revolving Credit Loan Facility” appearing in
such Section and replacing it with the phrase “Tranche A Revolving Credit
Loan Commitments or Tranche B Revolving Credit Loan Commitments (as selected by
the Borrower)”; (iii) inserting,
immediately following the “$500,000,000” appearing in such Section, the phrase “(which
amount shall be increased immediately following the Tranche A Revolving Credit
Loan Termination Date by an amount equal to the Tranche A Revolving Credit Loan
Commitments in effect immediately prior to the Tranche A Revolving Credit Loan
Termination Date)”; (iv) deleting the phrase “at least 90 days
prior to the scheduled Termination Date then in effect” appearing in such Section and
replacing it with the phrase “at least 90 days prior to (i) with respect
to an increase in the Tranche A Revolving Credit Loan Commitments, the Tranche
A Revolving Credit Loan Termination Date and (ii) with respect to an
increase in the Tranche B Revolving Credit Loan Commitments, the Tranche B
Revolving Credit Loan Termination Date”; and (v) inserting, immediately following the “$700,000,000” appearing in such
Section, the phrase “(which amount shall be increased immediately following the
Tranche A Revolving Credit Loan Termination Date by an amount equal to the
Tranche A Revolving Credit Loan Commitments in effect immediately prior to the
Tranche A Revolving Credit Loan Termination Date)”


 


(n)                                 The
first sentence of Section 2.18(b) is
amended by (i) deleting the “and” appearing immediately preceding clause (iii) thereof
and replacing it with a comma and (ii) inserting immediately prior to the
period at the end of such sentence the phrase “and (iv) whether such
proposed increase is an increase in Tranche A Revolving Credit Loan Commitments
or Tranche B Revolving Credit Loan Commitments”;


 


(o)                                 Section 2.18(d) is
amended by deleting the phrase “Revolving Credit Loan Commitment” appearing
twice therein and replacing it, in each case, with the phrase “Tranche A
Revolving Credit Loan Commitment or Tranche B Revolving Credit Loan Commitment,
as applicable,”;


 


(p)                                 Section 5.01(c) is amended by deleting
the phrase “Termination Date” appearing in such Section and replacing it
with the phrase “the latest of the Initial Term Loan Termination Date, the
Tranche A Revolving Credit Loan Termination Date, Tranche B Revolving Credit
Loan Termination Date or any Incremental Term Loan Termination Date then in
effect”;


 


(q)                                 Section 5.11(a) is amended by deleting
the phrase “any other Subsidiary” appearing in such Section and replacing
it with the phrase “any other Person”;


 


(r)                                    Section 5.15
is amended by (i) deleting the word “and” appearing immediately preceding
clause (y) in the last sentence of such Section and replacing it with
a comma and (ii) inserting immediately prior to the period in the last sentence
of such Section the phrase “and (z) transactions among the Borrower
and its Subsidiaries not otherwise prohibited hereunder”;


 


12

















 


(s)                                  Section 5.20(b) is
amended by deleting the phrase “a limited liability company” appearing in
clause (i)(B) of such Section and replacing it with the phrase “any entity”;


 


(t)                                    Appendix
I to the Credit Agreement is replaced in its entirety with Appendix I to this
Amendment;


 


(u)                                 Exhibit A-1
to the Credit Agreement is replaced in its entirety with Exhibit A-1 to
this Amendment; and


 


(v)                                 Exhibit C-1
to the Credit Agreement is replaced in its entirety with Exhibit C-1 to
this Amendment.


 


SECTION 2.                                Tranche B Revolving Credit Loan Commitments.


 


(a)                                  Effective
upon the Amendment No. 1 Effective Date:


 


(i) each Revolving Credit
Loan Bank that has executed and delivered to the Agent a counterpart of this
Agreement indicating that (x) its Revolving Credit Loan Commitment shall
be a Tranche B Revolving Credit Loan Commitment and (y) that it desires to
increase its Revolving Credit Loan Commitment pursuant to Section 2.18 of
the Credit Agreement by the amount specified on its signature page hereto
and that such Revolving Credit Loan Commitment (including that portion of
Revolving Credit Loan Commitment in existence prior to such increase) shall be
a Tranche B Revolving Credit Loan Commitment, in each case, shall have the
Tranche B Revolving Credit Loan Commitment shown on Appendix I hereto; and (ii) each
other Revolving Credit Loan Bank shall have the Tranche A Revolving Credit Loan
Commitment shown on Appendix I hereto.


 


(b)                                 The
Required Banks hereby agree that any increase in Revolving Credit Loan
Commitments pursuant to clause (a)(i)(y) above, shall be effective as of the
Amendment No. 1 Effective Date, notwithstanding any requirement for notice
to the Revolving Credit Loan Banks, any requirement that the other Revolving
Credit Loan Banks be allowed to participate in such increase in Revolving
Credit Loan Commitments or receipt of any of the documents, in each case,
specified in Section 2.18.  On the
Amendment No. 1 Effective Date, the Agent shall record in the Register maintained
by the Agent pursuant to Section 10.06(f) of the Credit Agreement the
relevant information with respect to each Revolving Credit Loan Bank increasing
its Revolving Credit Loan Commitment pursuant to this Section 2.


 


SECTION 3.                                Conditions to Effectiveness.


 


(a)                                  This Amendment shall become effective when, and only
when, and as of the date (the
“Amendment No. 1 Effective Date”)
on which (a) the Agent shall have received counterparts of this Amendment
executed by the Borrower and each of the Subsidiary Guarantors and the Required
Banks or, as to any of the Required Banks, advice satisfactory to the Agent
that such Bank Party has executed this Amendment, (b) the Agent shall have
received all fees due and payable in connection with this Amendment and 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 Borrower shall have
paid a 


 


13

















 


consent fee
to the Agent, for the ratable account of the applicable Extending Banks, equal
to (x) 1.25% of the aggregate amount of Revolving Credit Loan Commitments
in existence immediately prior to the Amendment No. 1 Effective Date plus (y) 2.25%
of the aggregate amount of the increase in Revolving Credit Loan Commitments
pursuant to Section 2(a)(i)(y) hereof of such Banks, who have
delivered executed consents to this Amendment not later than the later of (i) 5:00 p.m.
(New York City time) on March 25, 2009 and (ii) when the Agent has
received executed consents to this Amendment from the Required Banks, (d) the
Agent Shall have received executed consents from Extending Banks holding an
amount of Revolving Credit Loan Commitments in an amount satisfactory to the
Borrower in its sole discretion, (e) the Agent shall have received a
favorable opinion of (i) Shearman & Sterling LLP to the effect
set forth in Annex A hereto and (ii)  the Assistant General Counsel of the
Borrower regarding the due authorization, execution and delivery of this
Amendment and other matters reasonably requested by the Agent and (f) the Agent shall have
received a certificate signed by a duly authorized officer of the
Borrower dated the Amendment No. 1 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 Amendment No. 1 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.


 


(b)                                 This Amendment is subject to the provisions of Section 10.05
of the Credit Agreement.


 


SECTION 4.                                Representations and Warranties.  The Borrower
represents and warrants as follows:


 


(a)                                  The representations and warranties contained in each
of the Financing Documents are correct in all material respects on and as of
the date of this Amendment, 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).


 


(b)                                 The
execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s corporate or other
organizational powers, have been duly authorized by all necessary corporate or
other organizational action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation (or certificate of formation, as applicable)
or by-laws (or other organizational documents, as applicable) of such Loan Party or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, that could reasonably be
expected to result in a Material Adverse Effect.


 


(c)                                  No Default has occurred and is continuing on the date
hereof.


 


SECTION 5.                                Reference to and Effect on the Financing Documents.  (a)  On
and after the Amendment No. 1 Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, 


 


14

















 


and each
reference in the Notes and each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as amended and
otherwise modified hereby.


 


(b)        The Credit
Agreement, the Notes and each of the other Financing Documents, as specifically
amended by this Amendment, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan
Parties under the Financing Documents, in each case as amended by this
Amendment.


 


(c)       The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Banks, the
Agent or the Collateral Agent, nor constitute an amendment or  waiver of any provision of the Credit
Agreement or the other Financing Documents.


 


SECTION 6.                                Affirmation of Subsidiary Guarantors.  Each
Subsidiary Guarantor hereby
consents to the amendments to the Credit Agreement effected hereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of such Subsidiary Guarantor contained in Article IX of
the Credit Agreement, as amended hereby, or in any other Financing Documents to
which it is a party are, and shall remain, in full force and effect and are
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of this Amendment, each reference in Article IX of the
Credit Agreement and in each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.  Without limiting the generality of the
foregoing, the Collateral Documents to which such Subsidiary Guarantor is a
party and all of the Collateral described therein do, and shall continue to
secure, payment of all of the Secured Obligations (in each case, as defined therein).


 


SECTION 7.                                GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 8.                                WAIVER OF JURY TRIAL.  EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL
TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.


 


SECTION 9.                                Execution in Counterparts.  This
Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.


 


SECTION 10.                          Costs and Expenses.  The Borrower hereby agrees to pay
all reasonable costs and expenses associated with the preparation, execution, delivery,
administration, 


 


15

















 


and
enforcement of this Amendment, including, without limitation, the fees and
expenses of the Collateral Trustees’ and the Agent’s counsel and other
out-of-pocket expenses related hereto. 
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


16

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective proper and duly authorized officers as of the day and year
first above written.


 


THE AES CORPORATION,

as Borrower


 


 


	
  By:

  	
  /s/ Willard C. Hoagland, III

  	
   

  
	
   

  	
  Title:

  	
  Willard C. Hoagland, III

  
	
   

  	
  Address:

  	
  4300 Wilson Boulevard

  
	
   

  	
   

  	
  Arlington,
  VA 22203

  
	
   

  	
  Fax:

  	
  (703)
  528-4510

  
				



 


17

















 


SUBSIDIARY
GUARANTORS:


 


	
  AES HAWAII MANAGEMENT COMPANY, INC.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland, III

  	
   

  
	
   

  	
  Title: Treasurer

  	
   

  
	
   

  	
  Address: 4300 Wilson Blvd.

  	
   

  
	
   

  	
  Fax: (703) 528 - 4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES NEW YORK FUNDING, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland, III

  	
   

  
	
   

  	
  Title: Treasurer

  	
   

  
	
   

  	
  Address: 4300 Wilson Blvd.

  	
   

  
	
   

  	
  Fax: (703) 528 - 4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES OKLAHOMA HOLDINGS, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tham Nguyen

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  
	
   

  	
  Address: 4300 Wilson Blvd.

  	
   

  
	
   

  	
  Fax: (703) 528 - 4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES WARRIOR RUN FUNDING, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lawrence Hirsh

  	
   

  
	
   

  	
  Title: Treasurer

  	
   

  
	
   

  	
  Address: 4300 Wilson Blvd.

  	
   

  
	
   

  	
  Fax: (703) 528 - 4510

  	
   

  



 


18
















 


AGENTS:


 


CITICORP USA,
INC.,
 as Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
  388 Greenwich Street, 21st Floor

  	
   

  
	
   

  	
   

  	
  New York, NY 10013

  	
   

  
	
   

  	
  Fax:

  	
  (212) 816-8098

  	
   

  
	
   

  	
  Attention:

  	
  Nietzsche Rodricks

  	
   

  
	
   

  	
  Email:

  	
  oploanswebadmin@citigroup.com

  	
   

  



 


 


CITIBANK N.A.,

as Collateral Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
  388 Greenwich Street, 21st Floor

  	
   

  
	
   

  	
   

  	
  New York, NY 10013

  	
   

  
	
   

  	
  Fax:

  	
  (212) 816-8098

  	
   

  
	
   

  	
  Attention:

  	
  Nietzsche Rodricks

  	
   

  



 


19

















 


	
   

  	
   

  
	
  as a Bank

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


If the above is a Revolving Credit
Loan Bank such Revolving Credit Loan Bank hereby CONSENTS to its Revolving Credit Loan Commitment being
deemed to be a Tranche B Revolving Credit Loan Commitment.


 


[The above consents to the increase in its
Revolving Credit Loan Commitment to the amount shown on Appendix I of this
Amendment.](1)


 






(1)           Include
if Revolving Credit Loan Bank desires to increase its Revolving Credit Loan
Commitment.


 


20

















 


Appendix I


 


Revolving Credit Loan Facility(2)


 


	
  Name of

  Revolving Credit Loan Bank

  	
   

  	
  Tranche A

  Revolving Credit

  Loan Commitment

  	
   

  	
  Tranche B

  Revolving Credit Loan

  Commitment

  	
   

  
	
  Commerzbank AG, New York and Grand CA

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
  $

  	
  —

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  Citicorp USA, Inc.

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  Credit Suisse, Cayman Islands Branch

  	
   

  	
  30,000,000

  	
   

  	
  30,000,000

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  —

  	
   

  	
  50,000,000

  	
   

  
	
  Union Bank, N.A.

  	
   

  	
  —

  	
   

  	
  50,000,000

  	
   

  
	
  UBS AG, Stamford Branch

  	
   

  	
  25,000,000

  	
   

  	
  -

  	
   

  
	
  Barclays Bank PLC

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  CALYON New York Branch

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  Société
  Générale - New York Branch

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  Goldman Sachs Credit Partners
  L.P.

  	
   

  	
  —

  	
   

  	
  30,000,000

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  —

  	
   

  	
  25,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  —

  	
   

  	
  25,000,000

  	
   

  
	
  Merrill Lynch Capital Corporation

  	
   

  	
  —

  	
   

  	
  25,000,000

  	
   

  
	
  Australia & New Zealand
  Banking Group

  	
   

  	
  20,000,000

  	
   

  	
  —

  	
   

  
	
  United Overseas Bank Ltd.

  	
   

  	
  20,000,000

  	
   

  	
  —

  	
   

  
	
  UBS Loan Finance LLC

  	
   

  	
  —

  	
   

  	
  15,000,000

  	
   

  
	
  WestLB AG, New York Branch

  	
   

  	
  15,000,000

  	
   

  	
  —

  	
   

  
	
  Morgan Stanley Senior Funding,
  Inc.

  	
   

  	
   

  	
   

  	
  10,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  180,000,000

  	
   

  	
  $

  	
  605,000,000

  	
   

  



 






(2)           Appendix
I is still being updated.


 

















 


Exhibit A-1


 


[FORM OF]
[TRANCHE A] [TRANCHE B] REVOLVING CREDIT LOAN NOTE


 


	
   

  	
  New York, New York

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , 2009

  	
   

  	
   

  
						



 


For value received, The AES Corporation, a
Delaware corporation (the “Borrower”),
promises to pay to
                      
(the “Bank”) or its registered
assigns, for the account of its Applicable Lending Office (as defined in the
Credit and Reimbursement Agreement referred to below), the unpaid principal
amount of each [Tranche A Revolving Credit Loan/ Tranche B Revolving Credit
Loan] (as defined in the Credit and Reimbursement Agreement referred to below)
made by the Bank to the Borrower pursuant to the Credit and Reimbursement
Agreement referred to below on the dates and in the amounts specified in the
Credit and Reimbursement Agreement.  The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates provided for in the Credit and
Reimbursement Agreement.  All such
payments of principal and interest shall be made in lawful money of the United
States in Federal or other same day funds at the place of payment specified in
the Credit and Reimbursement Agreement.


 


All [Tranche A Revolving Credit Loans/
Tranche B Revolving Credit Loans] made by the Bank, the respective types
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding may be endorsed by the Bank on the
schedule attached hereto, or on a continuation of such schedule attached to and
made a part hereof; provided that
the failure of the Bank to make (or any error in making) any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit and Reimbursement Agreement.


 


This [Tranche A Revolving Credit Loan/
Tranche B Revolving Credit Loan] Note is one of the Notes referred to in the
Fourth Amended and Restated Credit and Reimbursement Agreement dated as of July 29,
2008 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit and Reimbursement
Agreement”) among the Borrower, the Subsidiary Guarantors party
thereto, the Bank and certain other banks party thereto, Citicorp USA, Inc.,
as the Agent for the Bank Parties and Citibank, N.A. as the Collateral Agent
for the Bank Parties.  Terms defined in
the Credit and Reimbursement Agreement are used herein with the same
meanings.  Reference is made to the
Credit and Reimbursement Agreement for provisions for the guarantee hereof in
certain circumstances, the prepayment hereof and the acceleration of the
maturity hereof.


 


This [Tranche A Revolving Credit Loan/
Tranche B Revolving Credit Loan] Note is assignable to one or more Persons as
provided in the Credit and Reimbursement Agreement and the Borrower agrees to
issue from time to time replacement Notes in the form hereof to facilitate such
assignments.


 

















 


The Obligations of the Borrower under this
[Tranche A Revolving Credit Loan/ Tranche B Revolving Credit Loan] Note and the
other Financing Documents, and the Obligations of the other Loan Parties under
the Financing Documents, are secured by the Creditor Group Collateral as
provided in the Financing Documents.  The
Obligations of the Borrower under this [Tranche A Revolving Credit Loan/
Tranche B Revolving Credit Loan] Note are also guaranteed by the Subsidiary
Guarantors, as provided in the Subsidiary Guaranty in Article IX of the
Credit and Reimbursement Agreement.


 


This [Tranche A Revolving Credit Loan/
Tranche B Revolving Credit Loan] Note shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


 


	
   

  	
  THE AES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


Exhibit C-1


 


[FORM OF]
[TRANCHE A] [TRANCHE B]  REVOLVING CREDIT
LOAN FACILITY ASSIGNMENT AND ASSUMPTION AGREEMENT


 


AGREEMENT dated as of
                    
    , 200   among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), each Revolving Fronting Bank
and, as required pursuant to the terms of the Credit Agreement (as defined
below), THE AES CORPORATION (the “Borrower”),
and CITICORP USA, Inc., as Administrative Agent (the “Agent”).


 


W I T N E S S E T H


 


WHEREAS, this Assignment and Assumption
Agreement (the “Agreement”) relates
to the Fourth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated
as of July 29, 2008 among the Borrower, the Subsidiary Guarantors party
thereto, the Banks party thereto, the Agent and Citibank, N.A., as Collateral
Agent; and


 


WHEREAS, the Assignor proposes to assign to
the Assignee all of the rights of the Assignor under the Credit and
Reimbursement Agreement in respect of a portion of its [Tranche A] [Tranche B]
Revolving Credit Loan Commitment thereunder in an amount equal to
$                      
(the “Assigned Amount”), together
with a corresponding portion of its outstanding [Tranche A] [Tranche B]
Revolving Credit Loans and participating interests in outstanding Revolving
Letter of Credit Liabilities, and the Assignee proposes to accept assignment of
such rights and assume the corresponding obligations from the Assignor on such
terms;


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual agreements contained herein, the parties hereto agree
as follows:


 


1.     Definitions.  All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit and
Reimbursement Agreement.


 


2.     Assignment.  The Assignor hereby assigns and sells to the
Assignee all or a proportionate part of all of the rights of the Assignor under
the Credit and Reimbursement Agreement and the other Financing Documents to the
extent of the Assigned Amount, in each case in an amount not less than
$1,000,000 (or such lesser amount as may be agreed to by the Borrower and the
Agent) (except in the case of an assignment which will result in a group of
Banks which are managed by the Assignor holding a [Tranche A] [Tranche B]
Revolving Credit Loan Commitment of not less than $1,000,000), and the Assignee
hereby accepts such assignment from the Assignor and assumes all of the obligations
of the Assignor under the Credit and Reimbursement Agreement and the other
Financing Documents to the extent of the Assigned Amount, including the
purchase from the Assignor of the corresponding portion of the principal amount
of the [Tranche A] [Tranche B] Revolving Credit Loans made by the Assignor
outstanding at the date hereof and the corresponding portion of participating
interests purchased by


 

















 


the Assignor
in Revolving Letter of Credit Liabilities outstanding on the date hereof.  Upon the execution and delivery hereof by the
Assignor, the Assignee, each Revolving Fronting Bank and, as required pursuant
to the terms of the Credit and Reimbursement Agreement, the Borrower and the
Agent, and the payment of the amounts specified in Section 3 hereof
required to be paid on the date hereof, (i) the Assignee shall, as of the
date hereof, succeed to the rights and be obligated to perform the obligations
of a Bank Party under the Credit and Reimbursement Agreement with a [Tranche A]
[Tranche B] Revolving Credit Loan Commitment in an amount equal to the Assigned
Amount and (ii) the [Tranche A] [Tranche B] Revolving Credit Loan
Commitment of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor shall be released from its obligations under the Credit
and Reimbursement Agreement to the extent such obligations have been assumed by
the Assignee.


 


3.     Payments.  As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor
on the date hereof in lawful money of the United States of America the amount
heretofore agreed between them.(3) 
It is understood that commitment fees and/or letter of credit commissions
accrued to the date hereof are for the account of the Assignor, and each of the
Assignor and the Assignee hereby agrees that if it receives any amount under
the Credit and Reimbursement Agreement which is for the account of the other
party hereto, it shall receive the same for the account of such other party to
the extent of such other party’s interest therein and shall promptly pay the
same to such other party.


 


4.     Consent of the Revolving Fronting Banks,
the Borrower and the Agent.  This
Agreement is conditioned upon the consent of each Revolving Fronting Bank and,
as required pursuant to the terms of the Credit and Reimbursement Agreement,
the Borrower and the Agent.  The
execution of this Agreement by each Revolving Fronting Bank and, as required
pursuant to the terms of the Credit and Reimbursement Agreement, the Borrower
and the Agent is evidence of this consent.


 


5.     Non-Reliance on Assignor.  The Assignor makes no representation or warranty
in connection with, and shall have no responsibility with respect to, the
solvency, financial condition, or statements of any Obligor, or the validity
and enforceability of the Obligations of any Obligor in respect of the Credit
and Reimbursement Agreement or any other Financing Document.  The Assignee acknowledges that it has,
independently and without reliance on the Assignor, any other Bank Party, any
[Tranche A] [Tranche B] Revolving Credit Loan Bank or the Agent, and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and will continue to
be responsible for making its own independent appraisal of the business,
affairs and financial condition of the Borrower.


 






(3)                                  Amount
should combine principal together with accrued interest and breakage
compensation, if any, to be paid by the Assignee, net of any portion of any upfront
fee to be paid by the Assignor to the Assignee. 
It may be preferable in an appropriate case to specify these amounts
generically or by formula rather than as a fixed sum.


 


2

















 


 


6.     Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


7.     Counterparts.  This
Agreement may be signed in any number 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.


 


3

















 


IN WITNESS WHEREOF, the parties have caused
this Assignment and Assumption Agreement to be executed and delivered by their
duly authorized officers as of the date first above written.


 


	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [EACH REVOLVING FRONTING BANK]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [CITICORP USA, Inc., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:](4)

  
	
   

  	
   

  
	
   

  	
  [THE AES CORPORATION, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:](2)

  



 






(4) As required pursuant to the terms of the Credit Agreement.


 


4