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