EXHIBIT 10.1.B


 



APPENDIX I


 


REVOLVING CREDIT LOAN FACILITY


 



	
Citibank, N.A.

	
$70,000,000


	
Barclays Bank PLC

	
$70,000,000


	
Credit Suisse AG Cayman Islands Branch

	
$70,000,000


	
Deutsche Bank AG New York Branch

	
$70,000,000


	
Morgan Stanley Bank, N.A.

	
$70,000,000


	
Royal Bank of Scotland plc

	
$70,000,000


	
Union Bank, N.A.

	
$70,000,000


	
Bank of America, N.A.

	
$70,000,000


	
Goldman Sachs Bank USA

	
$70,000,000


	
JPMorgan Chase Bank, N.A.

	
$70,000,000


	
BNP Paribas

	
$20,000,000


	
Crédit Agricole Corporate and Investment Bank

	
$20,000,000


	
HSBC Bank USA, National Association

	
$20,000,000


	
Société Générale

	
$20,000,000


	
Associated Bank, N.A.

	
$20,000,000







 




 





 











 








 



SCHEDULE I


 


As of July 26, 2013


 




	
PLEDGOR: AES CORP.

	  	  	  	  	  	  	  
	
Legal Name

	
Jurisdiction of Incorporation

	
Types of


Shares

	
Authorized


Shares

	
Outstanding


Shares

	
Percentage


 Owned by AES

	
Certificate


No.

	
% Pledged


	
AES Alamitos Development, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
2

	
100


	
AES Barka Services, Inc.

	
Delaware

	
Common

	
200

	
200

	
100

	
4

	
65


	
AES Big Sky, L.L.C.

	
Virginia

	
Units

	
1,000

	
10

	
100

	
1

	
100


	
AES CAESS Distribution, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
3

	
65


	
AES California Management Co., Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
4

	
100


	
AES Canal Power Services, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
3

	
65


	
AES Cemig Holdings, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
4

	
65


	
AES Central American Management Services, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
3

	
65


	
AES Climate Solutions Holdings, LLC

	
Delaware

	
Units

	
1,000

	
10

	
100

	
1

	
100


	
AES Columbia Power, LLC

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES Connecticut Management, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES DPL Holdings, LLC    

	
Delaware

	
Units

	
1000

	
10

	
100

	
1

	
100


	
AES Ecotek Holdings, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES EDC Holding, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
4

	
65





 




  





1











  








 



SCHEDULE I


 


As of July 26, 2013


 







	
PLEDGOR: AES CORP.

	  	  	  	  	  	  	  
	
Legal Name

	
Jurisdiction of Incorporation

	
Types of


Shares

	
Authorized


Shares

	
Outstanding


Shares

	
Percentage


 Owned by AES

	
Certificate


No.

	
% Pledged


	
AES EEO Distribution, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
3

	
65


	
AES El Faro Generation, Inc.

	
Delaware

	
Common

	
1,000

	
220

	
100

	
4

	
65


	
AES Energy Storage Holdings, LLC

	
Delaware

	
Units

	
N/A

	
10

	
100

	
1

	
100


	
AES Engineering, Ltd.

	
Cayman

	
Ordinary

	
50,000

	
1,000

	
100

	
6

	
65


	
AES GEH, Inc.

	
Delaware

	
Units

	
N/A

	
100

	
100

	
3

	
65


	
AES Hawaii Management Company, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
5

	
100


	
AES Ironwood, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
4

	
100


	
AES Kalaeloa Venture, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES Keystone, L.L.C.

	
Delaware

	
Units

	
N/A

	
10

	
100

	
2

	
100


	
AES King Harbor, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
2

	
100


	
AES New York Funding, L.L.C.

	
Delaware

	
Units

	
N/A

	
10

	
100

	
2

	
100


	
AES Odyssey, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES Oklahoma Holdings, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


	
AES Pacific, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
1

	
100





 




  





2











  








 



SCHEDULE I


 


As of July 26, 2013


 






	
PLEDGOR: AES CORP.

	  	  	  	  	  	  	  
	
Legal Name

	
Jurisdiction of Incorporation

	
Types of


Shares

	
Authorized


Shares

	
Outstanding


Shares

	
Percentag


 Owned by AES

	
Certificate


No.

	
% Pledged


	
AES Red Oak, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
2

	
100


	
AES Rio Diamante, Inc.

	
Delaware

	
Common

	
10

	
10

	
100

	
2

	
65


	
AES Riverside Holdings, L.L.C.

	
Delaware

	
Common

	
1,000

	
10

	
100

	
2

	
100


	
AES Solar Holdings. LLC

	
Delaware

	
Units

	
1,000

	
100

	
100

	
2

	
65


	
AES Southland Funding, L.L.C.

	
Delaware

	
Units

	
N/A

	
10

	
100

	
2

	
100


	
AES Sparrows Point Holdings, LLC

	
Delaware

	
Units

	
1000

	
10

	
100

	
1

	
100


	
AES Stonehaven Holding, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
5

	
65


	
AES Teal Holding, Inc.

	
Delaware

	
Common

	
100

	
100

	
100

	
3

	
65


	
AES Technologies Holdings, LLC

	
Delaware

	
Units

	
1,000

	
10

	
100

	
1

	
100


	
AES Texas Funding III, L.L.C.

	
Delaware

	
Units

	
1,000

	
10

	
100

	
4

	
100


	
AES Warrior Run Funding, L.L.C.

	
Delaware

	
Units

	
N/A

	
10

	
100

	
2

	
100


	
Cavanal Minerals, L.L.C.

	
Delaware

	
Common

	
10

	
10

	
100

	
3

	
100


	
IPALCO Enterprises, Inc.

	
Indiana

	
Common

	
290,000,000

	
89,685,177

	
100

	
AES-1

	
100


	
AES US Wind Development, L.L.C

	
Delaware

	
Units

	
1,000

	
10

	
100

	
1

	
100







 




 




  





3











  






 



SCHEDULE I


 


As of July 26, 2013


 






	
PLEDGOR: AES CORP.

	  	  	  	  	  	  	  
	
Legal Name

	
Jurisdiction of Incorporation

	
Types of


Shares

	
Authorized


Shares

	
Outstanding


Shares

	
Percentage


 Owned by AES

	
Certificate


No.

	
% Pledged


	
AES Western Power Holdings, L.L.C

	
Delaware

	
Units

	
1,000

	
10

	
100

	
2

	
100


























	
PLEDGOR: AES INTERNATIONAL HOLDINGS II, LTD.

	  	  	  	  	  
	
Legal Name

	
Jurisdiction of


Incorporation

	
Types of


Shares

	
Authorized


Shares

	
Outstanding


Shares

	
Percentage


Owned by AES

	
Certificate


No.

	
% Pledged


	
AES El Salvador, Ltd.

	
Cayman

	
Ordinary

	
50,000

	
1,000

	
100

	
5

	
65







 




  





4











  




 





Schedule II to the


Amended and Restated Credit,


Reimbursement and Exchange Agreement


 


 


ASSIGNED AGREEMENTS


 


 



	
Grantor

	
Assigned Agreement


	 	 
	
The AES Corporation

	
Tax Sharing Agreement dated as of June 23, 1987 (as amended, supplemented or modified through the date hereof) among The AES Corporation (formerly known as Applied Energy Services, Inc.), AES Oklahoma Management Co., Inc., AES Shady Point, Inc., Combustion Engineering, Inc., and Union Bank of California N.A. (formerly known as Union Bank), as successor in interest to Security Pacific National Bank, as agent.


	 	 
	
The AES Corporation

	
Tax Sharing Agreement dated as of March 20, 1990 (as amended, supplemented or modified through the date hereof) among The AES Corporation (formerly known as Applied Energy Services, Inc.), AES Hawaii Management Company, Inc., AES Hawaii, Inc. (formerly known as AES Barbers Point, Inc.), and Union Bank of California N.A. (formerly known as Union Bank), as successor in interest to Security Pacific National Bank, as agent.


	 	 
	
The AES Corporation

	
Tax Sharing Agreement dated as of March 28, 2001 among The AES Corporation, IPALCO Enterprises, Inc., and each corporation or other entity listed therein.







 




  





  











  








 







SCHEDULE Ill


 


AES CORP.


 






	
Non-Pledged Subsidiary

	
Jurisdiction of 


Incorporation

	
Reason for Exclusion


	
AES (India) Private Limited

	
India

	
Pledge prohibited


	
AES Americas, Inc.

	
Delaware

	
< $3 million


	
AES Andes Energy, Inc.

	
Delaware

	
< $3 million


	
AES Angel Falls, L.L.C.

	
Delaware

	
< $3 million


	
AES Argentina, Inc.

	
Delaware

	
< $3 million


	
AES Arlington Services, LLC

	
Delaware

	
< $3 million


	
AES Atlantic, Inc.

	
Delaware

	
< $3 million


	
AES Aurora, Inc.

	
Delaware

	
< $3 million


	
AES Bainbridge Holdings, LLC

	
Delaware

	
< $3 million


	
AES Battery Rock Holdings LNG, LLC

	
Delaware

	
< $3 million


	
AES Big Cedar Holdings, LLC

	
Delaware

	
< $3 million


	
AES Brazil, Inc.

	
Delaware

	
< $3 million


	
AES BVI Holdings I, Inc.

	
Delaware

	
< $3 million


	
AES BVI Holdings II, Inc.

	
Delaware

	
< $3 million


	
AES Calgary, Inc.

	
Delaware

	
< $3 million


	
AES Canada, Inc.

	
Delaware

	
< $3 million


	
AES Cartagena Holdings BV

	
The Netherlands

	
Pledge prohibited (New holding 


company for Cartagena)


	
AES Cemig Empreendimentos, Inc.

	
Cayman Islands

	
Pledge prohibited


	
AES Central Valley, L.L.C.

	
Delaware

	
< $3 million


	
AES Communications Latin America, Inc.

	
Delaware

	
< $3 million


	
AES Coral, Inc.

	
Delaware

	
< $3 million


	
AES Desert Power, L.L.C.

	
Delaware

	
< $3 million


	
AES Development de Argentina S.A.

	
Argentina

	
< $3 million


	
AES Disaster Relief Fund

	
Virginia

	
< $3 million


	
AES Drax Financing, Inc.

	
Delaware

	
< $3 million


	
AES Ecotek International Holdings, Inc.

	
Cayman Islands

	
< $3 million


	
AES Edelap Funding Corporation, L.L.C.

	
Delaware

	
< $3 million


	
AES Endeavor, Inc.

	
Delaware

	
< $3 million


	
AES Energy and Natural Resources, L.L.C.

	
Delaware

	
< $3 million


	
AES Energy Mexico, Inc.

	
Delaware

	
< $3 million


	
AES Finance and Development, Inc.

	
Delaware

	
< $3 million


	
AES Frontier Development, Inc.

	
Delaware

	
< $3 million


	
AES Gasification Project Holdings, LLC

	
Delaware

	
< $3 million


	
AES Global Insurance Company

	
Vermont

	
Pledge prohibited


	
AES Global Mobility Services, LLC

	
Delaware

	
< $3 million


	
AES GPH Holdings, Inc.

	
Delaware

	
< $3 million


	
AES Highgrove Holdings, L.L.C.

	
Delaware

	
< $3 million


	
AES Huntington Beach Development II, L.L.C.

	
Delaware

	
< $3 million


	
AES Huntington Beach Development, L.L.C.

	
Delaware

	
< $3 million


	
AES India, L.L.C.

	
Delaware

	
< $3 million


	
AES Indiana Holdings, L.L.C..

	
Delaware

	
< $3 million


	
AES International Holdings II, Ltd.

	
British Virgin Islands

	
Pledge prohibited


	
AES Mexico Development, S. de R.L. de C.V.

	
Mexico

	
< $3 million


	
AES Mobile Power Holdings, LLC

	
Delaware

	
< $3 million


	
AES NA Central, L.L.C.

	
Delaware

	
< $3 million


	
AES New Hampshire Biomass, Inc.

	
New Hampshire

	
Pledge prohibited


	
AES North America Development, LLC

	
Delaware

	
< $3 million


	
AES North America Hydro, LLC

	
Delaware

	
< $3 million


	
AES North America Pacific Group SGA, LLC

	
Delaware

	
< $3 million


	
AES Oasis Energy, Inc.

	
Delaware

	
< $3 million





 




 





1











 






 


	
AES Oasis Finco, Inc.

	
Delaware

	
Pledge prohibited


	
AES Oasis Holdco, Inc.

	
Delaware

	
Pledge prohibited


	
AES Oasis Private Ltd.

	
Singapore

	
< $3 million


	
AES Oman Holdings, Ltd.

	
Cayman Islands

	
Pledge prohibited


	
AES Orient, Inc.

	
Delaware

	
< $3 million


	
AES Orissa Distribution Private Limited

	
India

	
< $3 million


	
AES Pacific, L.LC.

	
Delaware

	
< $3 million


	
AES Pakistan Operations, Ltd.

	
Delaware

	
< $3 million


	
AES Parana II Limited Partnership

	
Cayman Islands

	
< $3 million


	
AES Puerto Rico Services, Inc.

	
Delaware

	
< $3 million


	
AES Rio Diamante, Inc.

	
Delaware

	
< $3 million


	
AES Sao Paulo, Inc.

	
Delaware

	
< $3 million


	
AES Services. Inc.

	
Delaware

	
< $3 million


	
AES Silk Road, Inc.

	
Delaware

	
< $3 million


	
AES Songas Holdings, Ltd.

	
Cayman Islands

	
Pledge prohibited


	
AES South American Holdings, Ltd. .

	
Cayman Islands

	
Pledge prohibited


	
AES Somerset 2 Holdings, LLC

	
Delaware

	
< $3 million


	
AES Sparrows Point Holdings, LLC

	
Delaware

	
< $3 million


	
AES Sui, L.L.C.

	
Delaware

	
Pledge prohibited


	
AES Transmission Holdings, LLC

	
Delaware

	
< $3 million


	
AES Transpower Australia Pty Ltd.

	
Australia

	
< $3 million


	
AES Transpower Private Ltd.

	
Singapore

	
< $3 million


	
AES Transpower, Inc.

	
Delaware

	
Pledge prohibited


	
AES UK Power Holdings Limited

	
United Kingdom

	
< $3 million


	
AES UK Power. L.L.C.

	
Delaware

	
< $3 million


	
Health and Welfare Benefit Plans LLC

	
Delaware

	
< $3 million


	
lnversora AES Americas S.A.

	
Argentina

	
< $3 million


	
Mid-Atlantic Express Holdings, L.L.C.

	
Delaware

	
< $3 million


	
TEG/TEP Management, LLC

	
Delaware

	
< $3 million


	
Thermo Fuels Company, Inc.

	
California

	
< $3 million









 


 




 





2











 






 




	
Non-Pledged Subsidiary

	
Jurisdiction of Incorporation

	
Reason for Exclusion


	 	 	 
	
AES INTERNATIONAL HOLDINGS II, LTD

	  	  
	 	 	 
	
AES Argentina Investments, Ltd.

	
Cayman Islands

	
Pledge Prohibited


	
AES Bandeirante, Ltd.

	
Cayman Islands

	
<$3 million


	
AES Forca Empreendimentos Ltda

	
Brazil

	
Pledge Prohibited


	
AES Forca, Ltd.

	
Cayman Islands

	
Pledge Prohibited


	
AES Holanda Holdings C.V.

	
The Netherlands

	
<$3 million


	
AES Holdings Brasil Ltda.

	
Brazil

	
Pledge Prohibited


	
AES lntercon II, Ltd.

	
Cayman Islands

	
Pledge Prohibited


	
AES lnterenergy, Ltd.

	
Cayman Islands

	
Pledge Prohibited


	
AES Merida Management Services, S. de R.L. de C.V.

	
Mexico

	
<$3 million


	
AES Pak Gen Holdings, Inc.

	
Mauritius

	
Pledge Prohibited


	
AES Pak Holdings, Ltd.

	
British Virgin Islands

	
<$3 million


	
AES Pakistan Holdings

	
Mauritius

	
<$3 million


	
AES Peru S.R.L.

	
Peru

	
<$3 million


	
AES Pirin Holdings, Ltd.

	
Cayman Islands

	
<$3 million


	
AES Santa Ana, Ltd.

	
Cayman Islands

	
<$3 million


	
AES Santa Branca, Ltd.

	
Cayman Islands

	
<$3 million


	
AES Servicios Electricos Limitada de Capital Variable

	
El Salvador

	
<$3 million


	
AES South Point, Ltd.

	
Cayman Islands

	
<$3 million


	
AES Tiete SA

	
Brazil

	
Pledge Prohibited


	
AES Yucatan, S. de R.L. de C.V.

	
Mexico

	
<$3 million


	
CCS Telecarrier

	
Cayman Islands

	
<$3 million











 




  





3











  






 



SCHEDULE IV: EXCLUDED AES ENTITIES


As of July 26, 2013


 





BRAZIL


AES Americas International Holdings, Limited


AES Bandierante Ltd.


AES Brasil Ltda.


AES Brazilian Holdings, Ltd.


AES Brazil International Holdings, Limited


AES Cayman Guaiba, Ltd.


AES Cayman I


AES Cayman Pampas, Ltd.


AES Cemig Empreendimentos, Inc.


AES Cemig Holdings, Inc.


AES Communications Rio de Janeiro S.A.


AES Communications Latin America, Inc.


AES Com Sul Ltda.


AES Eletrolight, Ltd.


AES Elpa S.A.


AES Energia I, Ltd.


AES Energia II, Ltd.


AES Florestal Ltda.


AES Forca Ltd.


AES Guaiba II Empreendimentos Ltda.


AES Holdings Brasil, Ltda.


AES Infoenergy Ltda.


AES Intercon II, Ltd.


AES Interenergy, Ltd.


AES International Holdings III, Ltd.


AES Minas PCH Ltda.


AES Mineral Ltda.


AES Pasadena, Inc.


AES Rio PCH Ltda.


AES Santa Branca I, Ltd.


AES Santa Branca II, Ltd.


AES SEB Holdings, Ltd


AES South American Holdings, Ltd.


AES Sul Distribuidora Gaucha de Energia S.A.


AES Termo Bariri Ltda.


AES Termosul Empreendimentos Ltda.


AES Termosul I, Ltd.


AES Termosul II, Ltd.


AES Tiete Holdings Ltd.


AES Tiete Participacoes S.A.


AES Trade I, Ltd.


AES Trade II, Ltd.


AES Transgas I, Ltd.


AES Treasure Cove, Ltd.


AES Uruguaiana Empreedimentos S.A.


AES Uruguaiana, Inc.


Cayman Energy Traders


 




  





1 of 3











  







 


SCHEDULE IV: EXCLUDED AES ENTITIES


As of July 26, 2013


 




Companhia Brasiliana de Energia


Companhia de Gas de Minas Gerais, S.A.


AES Tiete S.A.


Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.


Eletropaulo Telecomunicacoes, Ltda.


Southern Electric Brazil Participacoes, Ltda.







ARGENTINA


AES Alicura Holdings S.C.A.


AES Andes Energy, Inc.


AES Angel Falls, L.L.C.


AES Argentina Generacion S.A.


AES Argentina Holdings, S.C.A.


AES Argentina Investments, Ltd.


AES Argentina Operations, Ltd.


AES Argentina, Inc.


AES Asociados S.A.


AES Caracoles III, L.P.


AES Caracoles S.R.L.


AES Development de Argentina S.A.


AES Edelap Funding Corporation, L.L.C.


AES Electroinversora Espana S.L.


AES Enercom S.R.L.


AES Energy, Ltd.


La Plata I Empreendimentos Ltda.


La Plata II Empreendimentos Ltda.


AES Ocean Springs, Ltd.


AES Operadora S.A.


AES Parana Gas S.A.


AES Parana Holdings, Ltd.


AES Parana II Limited Partnership







AES Parana Operations S.R.L.


AES Parana Propiedades S.A.


AES Parana S.C.A.


AES Parana Uruguay S.R.L.


AES Platense Investments Uruguay S.R.L.


AES Rio Diamate, Inc.


AES San Nicolas Holding Espana, S.L.


AES San Nicolas, Inc.


AES South Point, Ltd.


AESEBA S.A.


Asociados de Electricidad, S.A.


B.A. Services S.R.L


Camille, Ltd.


Central Termoelectrica Guillermo Brown S.A.


CMS Generation San Nicolas Company


Energen S.A.


 




  





2 of 3











  






 



SCHEDULE IV: EXCLUDED AES ENTITIES


As of July 26, 2013


 




Gasoducto GasAndes Argentina S.A.


Gener Argentina S.A.


InterAndes, S.A.


Inversora AES Americas Holdings Espana, S.L.


Inverorsa de San Nicolas S.A.


Inversora AES Americas, S.A.


La Plata II, Ltd.


La Plata Partners L.P.


Shazia S.R.L.


TermoAndes S.A.









  





3 of 3











  






 



SCHEDULE 5.15: EXISTING AGREEMENTS WITH AFFILIATES












None.


 




  





  











  




 




AMENDED SCHEDULE V: QUALIFIED HOLDING COMPANIES


 


AES Argentina Holdings S.C.A.


AES Baltic Holdings BV


AES Barka Services 1 (Cayman) Ltd.


AES Barka Services 2 (Cayman) Ltd.


AES Barka Services 1 (Mauritius) Ltd.


AES Barka Services 2 (Mauritius) Ltd.


AES Brazilian Holdings, Ltd.


AES Bridge I Ltd.


AES Bridge II Ltd.


AES Canal Power Services, Inc.


AES Cayman Island Holdings, Ltd.


AES Cemig Empreendimentos, Inc.


AES Cemig Empreendimentos II, Ltd.


AES Central American Mgmt Services, Inc.


AES Chaparron I, Ltd.


AES Chaparron II, Ltd.


AES Chigen Holdings Ltd.


AES Communications Latin America, Inc.


AES Denmark GP Holding I ApS


AES Denmark GP Holding II ApS


AES EDC Funding II, LLC


AES EDC Holding, LLC


AES GEI US Finance, Inc.


AES Global Power Holdings BV


AES International Holdings Ltd.


AES Isthmus Energy, S.A.


AES LNG Holding II, Ltd.


AES Medway Electric Ltd.


AES Nigeria Holdings Ltd.


AES Oasis Holdco (Cayman) Ltd.


AES Oman Holdings Ltd.


AES Panama Holding Ltd.


AES Platense Investments Uruguay S.C.A.


AES Qatar Holdings Ltd.


AES Shannon Holdings BV


AES Songas Holdings Ltd.


AES Summit Generation Ltd.


AES Tisza Holdings BV


AES Transgas I, Ltd.


AES Transgas II, Ltd.


AES UK Holdings Limited


AES UK Power Holdings Ltd.


AES Venezuela Finance Ltd.


AES VFL Holdings, L.L.C.


Global Energy Investment CV


Global Energy Holdings CV


La Plata II, Ltd.


La Plata III, Ltd.


Siram Investments BV


 




 





 











 






 


Schedule VI - Existing Debt


 



	  	 	

Amount



	 
	
Sr. Secured First Priority Notes due 2005

	 	 	155,718,000	 
	
Sr. Secured Second Priority Notes due 2013

	 	 	1,200,000,000	 
	
Sr. Secured Second Priority Notes due 2015

	 	 	600,000,000	 
	
Senior Notes due June 2008

	 	 	223,262,000	 
	
Senior Notes due June 2009

	 	 	310,097,040	 
	
Senior Notes due June 2009

	 	 	159,746,960	 
	
Senior Notes due September 2010

	 	 	422,665,000	 
	
Senior Notes due January 2011

	 	 	313,186,000	 
	
Senior Notes due February 2011 (£)*

	 	 	160,809,856	 
	
Senior Notes due March 2014

	 	 	500,000,000	 
	
Senior Subordinated Notes due August 2007

	 	 	169,619,000	 
	
Senior Subordinated Notes due November 2007

	 	 	218,949,000	 
	
Senior Subordinated Notes due November 2029

	 	 	115,258,000	 
	
Junior Convertible Debentures due August 2005

	 	 	142,134,000	 
	
Guarantees of Debt

	 	 	155,503,000	 
	
Letters of Credit outside Revolving Credit Facility

	 	 	18,750,000	 
	
Surety Bonds

	 	 	3,682,870	 
	
Total Debt

	 	 	4,869,380,726	 










 


* Exchange Rate of 1.7995 on March 9, 2003


 




 





 











 






 


SCHEDULE VII to the


Fifth Amended and Restated


Credit and Reimbursement Agreement


 


REVOLVING FRONTING BANKS


 


Citicorp USA, Inc.


 


Bank of America, N.A.


 


Union Bank, N.A.


 


Credit Agrícole Corporate and Investment Bank


 


Credit Suisse AG, Cayman Islands Branch


 


 


 




 





 











 
















 



EXHIBIT A-1 to the


Sixth Amended and Restated Credit


and Reimbursement Agreement












FORM OF REVOLVING CREDIT LOAN NOTE











	
New York, New York

	
______________, 20__














 


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 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 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 Revolving Credit Loan Note is one of the Notes referred to in the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Bank and certain other banks party thereto, Citibank, N.A., as the Agent for the Bank Parties, Citibank, N.A. as the Collateral Agent for the Bank Parties and the other arrangers and agents party thereto.  Terms defined in the Credit and Reimbursement Agreement and not otherwise defined herein 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.


 




Revolving Credit Loan Note


  





  











  




 




This 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 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.


 


This 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: 	 	 





 




Revolving Credit Loan Note


  





  











  




 






LOANS AND PAYMENTS OF PRINCIPAL


 



	
Date

	
Amount of


 Loan

	
 


 


 


Type of Loan

	
Amount of


Principal


Repaid

	
Notation


Made By


	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  





 



Revolving Credit Loan Note






  





  











  




 




EXHIBIT A-2 to the


Sixth Amended and Restated Credit


and Reimbursement Agreement












FORM OF TERM LOAN NOTE







 





	
New York, New York

	
______________, 20__
















 


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 the Term 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 the Term 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.


 


This Term Loan Note is one of the Notes referred to in the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Bank and certain other banks party thereto, Citibank, N.A., as the Agent for the Bank Parties, Citibank, N.A., as the Collateral Agent for the Bank Parties and the other arrangers and agents party thereto.  Terms defined in the Credit and Reimbursement Agreement and not otherwise defined herein 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 Term 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 Term 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.


 




Term Loan Note


  





  











  




 




This Term 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: 	 	 





 






Term Loan Note


  





  











  






 


LOANS AND PAYMENTS OF PRINCIPAL


 



	
Date

	
Amount of


 Loan

	
 


 


 


Type of Loan

	
Amount of


Principal


Repaid

	
Notation


Made By


	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  





 




Term Loan Note


  





  











  






 


EXHIBIT C-1 to the


Sixth Amended and Restated Credit


and Reimbursement Agreement












FORM OF REVOLVING CREDIT LOAN FACILITY ASSIGNMENT AND


ASSUMPTION AGREEMENT












AGREEMENT dated as of __________ __, 20__ 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 CITIBANK, N.A., 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 Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among the Borrower, the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; 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 Revolving Credit Loan Commitment thereunder in an amount equal to $___________ (the “Assigned Amount”), together with a corresponding portion of its outstanding 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 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


 




Revolving Credit Loan Facility Assignment and Assumption Agreement


  





  











  






 


purchase from the Assignor of the corresponding portion of the principal amount of the 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 Revolving Credit Loan Commitment in an amount equal to the Assigned Amount and (ii) the 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.1  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 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.




 



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




 








	
1

	
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.







 








Revolving Credit Loan Facility Assignment and Assumption Agreement


  





  











  




 





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.




 




Revolving Credit Loan Facility Assignment and Assumption Agreement


  





  











  






 


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: 	 	 






 


 



	

[CITIBANK, N.A., as Agent



	 
	 	 	 	 
	By:	 	 
	 	Title:]2	 	 






 



	

[THE AES CORPORATION, as Borrower



	 
	 	 	 	 
	By:	 	 
	 	Title:]2	 	 





 












 











2 As required pursuant to the terms of the Credit Agreement.

 




Revolving Credit Loan Facility Assignment and Assumption Agreement


  





  











  




 






EXHIBIT C-2 to the


Sixth Amended and Restated Credit


and Reimbursement Agreement












FORM OF TERM LOAN FACILITY ASSIGNMENT AND ASSUMPTION AGREEMENT












AGREEMENT dated as of __________ __, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”) and CITIBANK, N.A., 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 Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among The AES Corporation (the “Borrower”), the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; and


 


WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under Credit and Reimbursement Agreement in respect of all or a portion of its outstanding Term Loan in an amount equal to $____________ (the “Assigned Amount”) 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:


 



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




 



9.  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 Term 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 Term Loan.  Upon the execution and delivery hereof by the Assignor, the Assignee 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


 




Term Loan Facility Assignment and Assumption Agreement


  





  











  






 


hereof, succeed to the rights and be obligated to perform the obligations of a Bank Party under the Credit and Reimbursement Agreement with a Term Loan in an amount equal to the Assigned Amount, and (ii) 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.










10.  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.1  It is understood that commitment fees 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.




 



11.  Consent of the Agent.  This Agreement is conditioned upon the consent of the Agent.  The execution of this Agreement by the Agent is evidence of this consent.




 



12.  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 and 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.




 



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




 



14.  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.




 


[SIGNATURE PAGES IMMEDIATELY FOLLOW]


 











	
1

	
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.







 




Term Loan Facility Assignment and Assumption Agreement


  





  











  




 






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: 	 	 






 


 




	

[CITIBANK, N.A., as Agent



	 
	 	 	 	 
	By:	 	 
	 	Title:	 	 





 




Term Loan Facility Assignment and Assumption Agreement


  





  











  




 


















EXHIBIT C-3 to the


Sixth Amended and Restated Credit


and Reimbursement Agreement












FORM OF THIRD PARTY FRONTING BANK ASSIGNMENT


 AND ASSUMPTION AGREEMENT












AGREEMENT dated as of __________ __, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), THE AES CORPORATION (the “Borrower”) and CITIBANK, N.A., 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 Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among The AES Corporation (the “Borrower”), the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; and


 


WHEREAS, the Assignor proposes to assign to the Assignee all (and not less than all) of the rights and obligations of the Assignor under the Credit and Reimbursement Agreement (the “Assigned Amount”) 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 but not less than 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, 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.  Upon the execution and delivery hereof by the Assignor, the Assignee, 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 Revolving Fronting Bank under the Credit and Reimbursement Agreement with Revolving Letter of Credit Liabilities in an amount equal to the Assigned Amount and (ii) Revolving Letter of Credit Liabilities of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be


 




Third Party Fronting Bank Assignment and Assumption Agreement


  





  











  






 


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.1  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 Borrower and the Agent.  This Agreement is conditioned upon the consent of the Borrower and the Agent.  The execution of this Agreement by 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 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.


 


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.


 


[SIGNATURE PAGES IMMEDIATELY FOLLOW]


 











	
1

	
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.







 




Third Party Fronting Bank Assignment and Assumption Agreement


  





  











  




 






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: 	 	 






 


 



	


THE AES CORPORATION, as Borrower





	 
	 	 	 	 
	By:	 	 
	 	Title: 	 	 






 


 



	

[CITIBANK, N.A., as Agent



	 
	 	 	 	 
	By:	 	 
	 	Title:	 	 






 




Third Party Fronting Bank Assignment and Assumption Agreement


  





  











  























EXHIBIT D to the


Sixth Amended and Restated


Credit and Reimbursement Agreement







 


FORM OF REVOLVING FRONTING BANK AGREEMENT


 


_________ __, 20__


Citibank, N.A., as Agent


388 Greenwich Street, 21st Floor


New York, New York 10013







Attention:  [Stuart Glen]


 


Ladies and Gentlemen:


 


Reference is hereby made to the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Banks party thereto, Citibank, N.A., as Collateral Agent, Citibank, N.A., as Agent and the other arrangers and agents party thereto.  The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.







Section 1. Obligations Under the Credit Agreement.  The undersigned hereby agrees, as of the date first above written, to be bound as a Revolving Fronting Bank by all of the terms and conditions of the Credit Agreement to the same extent as each of the other Revolving Fronting Banks thereunder and agrees to issue letters of credit in an aggregate Available Amount not to exceed $[________] at any time outstanding pursuant to and in accordance with Section 2.03 of the Credit Agreement.  The undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to a “Revolving Fronting Bank” shall also mean and be a reference to the undersigned, and each reference in any other Financing Document to a “Bank Party” shall also mean and be a reference to the undersigned in its capacity as Revolving Fronting Bank.


 


Section 2. Representations and Warranties.  The undersigned hereby represents and warrants that it (i) is a Revolving Credit Loan Bank under the Credit Agreement or (ii) meets the definition of a “Third Party Fronting Bank”, as defined in the Credit Agreement.


 


Section 3. Delivery by Telecopier.  Delivery of an executed counterpart of a signature page to this Revolving Fronting Bank Agreement by facsimile or other electronic transmission shall be effective as delivery of an original executed counterpart of this Revolving Fronting Bank Agreement.


 


Section 4.  Non-Reliance.  The undersigned acknowledges that it has, independently and without reliance on any Revolving Fronting Bank, any other Bank Party and


 




Revolving Fronting Bank Agreement


  





  











  






2


 


 


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.


 


Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  This Revolving Fronting Bank Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 



 



	

Very truly yours,















[NAME OF REVOLVING FRONTING BANK]



	 
	 	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 





 


 







	
Acknowledged on the date hereof by: 







CITIBANK, N.A., as Agent





	 
	 	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 





 


 












Revolving Fronting Bank Agreement