Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
Dated as of August 10, 2004
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT
(this "Amendment") among The AES Corporation, a Delaware corporation (the
"Borrower"), the Subsidiary Guarantors, the Bank Parties, CITICORP USA, INC., as
administrative agent (the "Agent") and CITIBANK, N.A., as Collateral Agent, for
the Bank Parties (the "Collateral Agent").
PRELIMINARY STATEMENTS
(1)
WHEREAS, the Borrower is party to a Third Amended and Restated
Credit and Reimbursement Agreement dated as of March 17, 2004 (as amended,
amended and restated, supplemented or otherwise modified up to the date hereof,
the "Credit Agreement"; capitalized terms used herein but not defined shall be
used herein as defined in the Credit Agreement) among the Subsidiary Guarantors,
the Bank Parties, CITIGROUP GLOBAL MARKETS, INC., as Lead Arranger and Book
Runner, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Runner and as
Co-Syndication Agent (for the Initial Term Loan Facility), DEUTSCHE BANK
SECURITIES INC., as Lead Arranger and Book Runner (for the Initial Term Loan
Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent (for the
Initial Term Loan Facility) and as Lead Arranger and Book Runner and as
Syndication Agent (for the Revolving Credit Facility), LEHMAN COMMERCIAL PAPER
INC., as Co-Documentation Agent (for the Initial Term Loan Facility), UBS
SECURITIES LLC, as Co-Documentation Agent (for the Initial Term Loan Facility),
SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent (for the Revolving Credit Facility),
CREDIT LYONNAISE NEW YORK BRANCH, as Co-Documentation Agent (for the Revolving
Credit Facility), the Administrative Agent and the Collateral Agent;
(2)
WHEREAS, the Borrower has requested that the Bank Parties agree to
amend the Credit Agreement;
(3)
WHEREAS, the Bank Parties 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 2, HEREBY AMENDED AS FOLLOWS:
(A)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY 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 August
__, 2004, among the Borrower, the Subsidiary Guarantors, the Bank Parties, the
Agent and the Collateral Agent.
"Initial Term Loan Amendment Effective Date" means the date that Amendment No. 1
to this Agreement becomes effective in accordance with Sections 2(a) and 2(c) of
Amendment No. 1.
"Permitted Business" means, with respect to any Person, (i) a line of business
which is substantially the same line of business as one or more of the principal
businesses of such Person and