APPOINTMENT OF A
TRUSTEE, RECEIVER, LIQUIDATOR, CUSTODIAN OR OTHER SIMILAR OFFICIAL OF IT OR ANY
SUBSTANTIAL PART OF ITS PROPERTY, AND SUCH INVOLUNTARY CASE OR OTHER PROCEEDING
SHALL REMAIN UNDISMISSED AND UNSTAYED FOR A PERIOD OF 60 DAYS; OR AN ORDER FOR
RELIEF SHALL BE ENTERED AGAINST THE BORROWER OR ANY SIGNIFICANT AES ENTITY UNDER
THE FEDERAL BANKRUPTCY LAWS AS NOW OR HEREAFTER IN EFFECT;
(I)
ANY MEMBER OF THE ERISA GROUP SHALL FAIL TO PAY WHEN DUE AN
AMOUNT OR AMOUNTS AGGREGATING IN EXCESS OF $15,000,000 WHICH IT SHALL HAVE
BECOME LIABLE TO PAY UNDER TITLE IV OF ERISA; OR NOTICE OF INTENT TO TERMINATE A
MATERIAL PLAN SHALL BE FILED UNDER TITLE IV OF ERISA BY ANY MEMBER OF THE ERISA
GROUP, ANY PLAN ADMINISTRATOR OR ANY COMBINATION OF THE FOREGOING; OR THE PBGC
SHALL INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE, TO IMPOSE
LIABILITY (OTHER THAN FOR PREMIUMS UNDER SECTION 4007 OF ERISA) IN RESPECT OF,
OR TO CAUSE A TRUSTEE TO BE APPOINTED TO ADMINISTER ANY MATERIAL PLAN; OR A
CONDITION SHALL EXIST BY REASON OF WHICH THE PBGC WOULD BE ENTITLED TO OBTAIN A
DECREE ADJUDICATING THAT ANY MATERIAL PLAN MUST BE TERMINATED; OR THERE SHALL
OCCUR A COMPLETE OR PARTIAL WITHDRAWAL FROM, OR A DEFAULT, WITHIN THE MEANING OF
SECTION 4219(C)(5) OF ERISA, WITH RESPECT TO, ONE OR MORE MULTIEMPLOYER PLANS
WHICH COULD CAUSE ONE OR MORE MEMBERS OF THE ERISA GROUP TO INCUR A CURRENT
PAYMENT OBLIGATION IN EXCESS OF $15,000,000;
(J)
A JUDGMENT OR ORDER FOR THE PAYMENT OF MONEY IN EXCESS OF
$25,000,000 SHALL BE RENDERED AGAINST THE BORROWER OR (X) ANY SUBSIDIARY OF THE
BORROWER THAT CONTRIBUTED 10% OR MORE TO PARENT OPERATING CASH FLOW FOR THE FOUR
MOST RECENTLY COMPLETED FISCAL QUARTERS OF THE BORROWER OR (Y) MORE THAN ONE
SUBSIDIARY OF THE
AES Fourth Amended and Restated Credit Agreement
93
BORROWER AND SUCH SUBSIDIARIES IN THE AGGREGATE CONTRIBUTED 15% OR MORE TO
PARENT OPERATING CASH FLOW FOR THE FOUR MOST RECENTLY COMPLETED FISCAL QUARTERS
OF THE BORROWER (IN THE CASE OF CLAUSES (X) AND (Y) ABOVE, TOGETHER WITH ANY
PERSON IN WHICH SUCH SUBSIDIARY OR SUBSIDIARIES HAVE A DIRECT OR INDIRECT EQUITY
INVESTMENT), AND SUCH JUDGMENT OR ORDER SHALL CONTINUE UNSATISFIED AND UNSTAYED
FOR A PERIOD OF 10 DAYS;
(K)
ANY PERSON OR GROUP OF PERSONS (WITHIN THE MEANING OF SECTION 13
OR 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OTHER THAN A MEMBER OF
THE AES MANAGEMENT GROUP SHALL HAVE ACQUIRED BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
UNDER SAID ACT) OF 32.5% OR MORE OF THE OUTSTANDING SHARES OF COMMON STOCK OF
THE BORROWER; DURING ANY PERIOD OF TWELVE CONSECUTIVE CALENDAR MONTHS,
INDIVIDUALS WHO WERE DIRECTORS OF THE BORROWER ON THE FIRST DAY OF SUCH PERIOD
(OR WHO WERE APPOINTED OR NOMINATED FOR ELECTION AS DIRECTORS OF THE BORROWER BY
AT LEAST A MAJORITY OF THE INDIVIDUALS WHO WERE DIRECTORS ON THE